** **

**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION****WASHINGTON,DC 20549**

 

**FORM 10-K/A**

 

**Amendment No. 2**

 

**x****  ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2007**

 

**or**

 

**o**** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**Commission File Number 1-11527**

 

**HospitalityProperties Trust**

(Exact Name of Registrant as Specified in ItsCharter)

 
| ** **                                                                | **Maryland**                                       | ** ** | ** ** | ** ** | **04–3262075**                | ** ** |
|---------------------------------------------------------------------------|----------------------------------------------------|------------|------------|------------|------------------------------------|------------|
|                                                                      | (State  of Organization)                           |       |       |       | (IRS  Employer Identification No.) |       |
|                                                                      |                                               |       |
| ** **                                                                | **400 Centre Street, Newton, Massachusetts 02458** | ** ** |
| (Address  of Principal Executive Offices) (Zip Code)                      |
|                                                                      |                                               |       |
| Registrant’s  Telephone Number, Including Area Code **617-964-8389** |
|                                                                      |                                               |       |
| Securities registered pursuant to  Section 12(b) of the Act:    |
|                                                                           |                                                    |            |            |            |                                    |            |  |  |

 
| **Title Of Each Class**                                                      | ** ** | **Name Of Each Exchange On Which Registered** |
|------------------------------------------------------------------------------|------------|-----------------------------------------------|
| Common Shares of Beneficial Interest                                         |       | New  York Stock Exchange                      |
| Series B Cumulative Redeemable Preferred Shares ofBeneficial Interest   |       | New York Stock Exchange                       |
| Series C Cumulative Redeemable Preferred Shares of Beneficial  Interest |       | New York Stock Exchange                       |

 

Securitiesto be registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.  Yes x No o

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o No x

 

Indicate by check mark whether the registrant:  (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months, and (2) has been subject to such filingrequirements for the past 90 days.

Yes x  No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company.  Seedefinition of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer x                                                         |   | Accelerated filer o          |
|-----------------------------------------------------------------------------------|--------|-----------------------------------|
|                                                                              |   |                              |
| Non-accelerated filer o  (Do not check if a smaller  reporting company) |   | Smaller reporting  company o |

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes o No x

 

Theaggregate market value of the voting shares of the registrant held bynon-affiliates was $3.9 billion based on the $41.49 closing price per commonshare on the New York Stock Exchange on June 30, 2007. For purposes ofthis calculation, an aggregate of 334,756 common shares held directly or byaffiliates of the trustees and officers of the registrant have been included inthe number of shares held by affiliates.

 

Numberof the registrant’s common shares outstanding as of February 26, 2008:93,892,719. 

 

 

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In this Amendment No. 2to Annual Report on Form 10-K*,*and unless the context otherwise requires,the terms “HPT,” “we,” “our” and “us” refer to Hospitality Properties Trust andits consolidated subsidiaries; and the term “TA” refers to TravelCenters ofAmerica LLC and its consolidated subsidiaries.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

**None.**

** **

**EXPLANATORY NOTE**

** **

We are filing this Amendment No. 2 to ourAnnual Report on Form 10-K, or Form 10-K/A, to amend Item 15 in ourAnnual Report on Form 10-K for the fiscal year ended December 31,2007, or the Annual Report, which was originally filed with the Securities andExchange Commission, or the SEC, on February 28, 2008 and Amendment No. 1filed with the SEC on April 3, 2008.

 

Item 15 of the Annual Report is amended to addsummary cash flow information in addition to the summary financial informationfiled as Amendment No. 1 regarding TA for its fiscal years ended December 31,2005, 2006 and 2007, as reported by that company in its Annual Report on Form 10-Kfiled with the SEC for the fiscal year ended December 31, 2007.

 

In addition, we are filing or furnishing, asindicated in this Form 10-K/A, as exhibits certain currently dated certifications.

 

This amendment is limited in scope to thesummary audited financial information described above and does not amend,update, or change any other items or disclosures contained in the AnnualReport.  Accordingly, all other items that remain unaffected are omittedin this filing.  Except as described inthe preceding paragraphs, we do not purport by this Form 10-K/A to updateany of the information contained in the Annual Report.

 

2

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**Item15.  Exhibits and Financial StatementSchedules**

 

(a)                                  Index to Financial Statements and FinancialStatement Schedules

 
| ** ** | **Page**                                                                                                                                                      |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.         | The following consolidated  financial statements and financial statement schedule of Hospitality  Properties Trust  are included on the pages indicated: |   |
|       |                                                                                                                                                          |   |
|       | Reports of Ernst & Young LLP, Independent Registered Public  Accounting Firm                                                                         | F-1 |
|       |                                                                                                                                                          |   |
|       | Consolidated Balance Sheet as of December 31, 2007 and 2006                                                                                              | F-4 |
|       |                                                                                                                                                          |   |
|       | Consolidated Statement of Income for each of the three years in the  period ended December 31, 2007                                                      | F-5 |
|       |                                                                                                                                                          |   |
|       | Consolidated Statement of Shareholders’ Equity for each of the three  years in the period ended December 31, 2007                                   | F-6 |
|       |                                                                                                                                                          |   |
|       | Consolidated Statement of Cash Flows for each of the three years in  the period ended December 31, 2007                                                  | F-7 |
|       |                                                                                                                                                          |   |
|       | Notes to Consolidated Financial Statements                                                                                                                    | F-9 |
|       |                                                                                                                                                          |   |
|       | Schedule III – Real Estate and Accumulated Depreciation as of  December 31, 2007                                                                    | S-1 |
|       |                                                                                                                                                          |   |
| 2.         | Summary Audited Financial  Information for TravelCenters of America LLC for each of the three years in  the period ended December 31, 2007               | F-1/A |
|       |                                                                                                                                                          |   |
|       | Rent coverage  ratios for TravelCenters of America LLC leases                                                                                                 | F-2/A |

 

All other schedules for which provision is made in the applicableaccounting regulations of the Securities and Exchange Commission are notrequired under the related instructions, or are inapplicable, and thereforehave been omitted.  

 

(b)          Exhibits

 

The following exhibits arefiled or furnished with this Form 10-K/A:

 
| **Exhibit Number** | ** ** | **Description**                                            |
|-------------------------|------------|------------------------------------------------------------|
|                    |       |                                                       |
| 31.1                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.2                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.3                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 31.4                    |       | Rule 13a-14(a) Certification. (Filed  herewith.) |
|                    |       |                                                       |
| 32.1                    |       | Section 1350 Certification. (Furnished  herewith.)    |

 

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**SummaryAudited Financial Information of Travel Centers of America LLC**

 

The following table presentssummary audited financial information for TA for its fiscal year ended December 31,2007, as reported in its Annual Report on Form 10-K for the fiscal yearended December 31, 2007. Reference is made to Item 1 of our Annual Reporton Form 10-K for our fiscal year ended December 31, 2007 foradditional information with respect to our leases with TA.  Summary audited financial information is alsoincluded for TravelCenters of America, Inc., or TravelCenters, the predecessorof TA, for its fiscal years ended December 31, 2006 and 2005, and the onemonth ended January 31, 2007, as reported in TA’s Annual Report on Form 10-Kfor the fiscal year ended December 31, 2007.

 

**Summary Audited Financial Information of TravelCentersof America LLC and**

**TravelCenters of America, Inc.**

**(in thousands)**

 
| ** **                                                | ** ** | **TA**                            | ** ** | **TravelCenters**      | ** ** |
|-----------------------------------------------------------|------------|-----------------------------------|------------|------------------------|------------|
| ** **                                                | ** ** | **Eleven months ended** | ** ** | **One month**     | ** ** | **Year ended December 31,** | ** ** |
| ** **                                                | ** ** | **December 31, 2007**   | ** ** | **ended January** | ** ** | **2006** | ** ** | **2005** | ** ** |
| Total revenues                                            |       | $                                 | 5,813,475  |                   | $          | 352,682 |   | $ | 4,783,514 |   | $ | 4,075,296 |   |
| Total cost of goods sold                                  |       | 5,056,201                         |       | 298,172                |       | 4,123,444 |   | 3,450,780 |   |
| Net (loss) income                                         |       | (101,308                          | )          | (22,048                | )          | 31,033 |   | (2,095 | ) |
| Current assets                                            |       | 746,014                           |       | —                 |       | 266,954 |   | 230,401 |   |
| Noncurrent assets                                         |       | 517,307                           |       | —                 |       | 728,638 |   | 709,303 |   |
| Current liabilities                                       |       | 567,783                           |       | —                 |       | 199,495 |   | 193,762 |   |
| Noncurrent liabilities                                    |       | 256,098                           |       | —                 |       | 706,820 |   | 698,635 |   |
| Total shareholders’ equity                           |       | 439,440                           |       | —                 |       | 75,874 |   | 45,372 |   |
| Net cash provided by (used in) operating  activities      |       | (114,852                          | )          | 40,025                 |       | 107,486 |   | 80,982 |   |
| Net cash used in investing activities                     |       | (180,787                          | )          | (7,141                 | )          | (90,158 | ) | (83,798 | ) |
| Net cash provided by (used in) financing  activities      |       | 199,337                           |       | (8,224                 | )          | (9,573 | ) | 4,476 |   |
| Net increase (decrease) in cash                           |       | (96,133                           | )          | 24,653                 |       | 7,750 |   | 1,701 |   |
| Cash and cash equivalents at the beginning  of the period |       | 245,009                           |       | 55,297                 |       | 47,547 |   | 45,846 |   |
| Cash and cash equivalents at the end of the  period       |       | 148,876                           |       | 79,950                 |       | 55,297 |   | 47,547 |   |
|                                                           |            |                                   |            |                        |            |  |  |  |  |  |  |  |  |

 

References in this report tothe Annual Report on Form 10-K for TA are included as textual referencesonly, and the information in such Annual Report is not incorporated byreference into this report.

 

F-1/A

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**Rent Coverage Ratios forTravelCenters of America LLC Leases**

 

Thefollowing table presents the rent coverage ratios, as defined below, for ourtwo lease agreements with TA.  Referenceis made to Item 1 of our Annual Report on Form 10-K for our fiscal yearended December 31, 2007 for additional information with respect to our TAlease agreements.

 
| ** ** | ** ** | **Rent Coverage Ratios (1)  As of or for the year  ended December 31, 2007** | ** ** |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|
| TA (no. 1) |       | 1.26                                                                                                                                | x          |
| TA (no. 2) |       | 1.08                                                                                                                                | x          |

 

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(1)   We define rent coverage as combined totalproperty sales minus all property level expenses which are not subordinated tominimum rent payments to us (which data is provided to us by our tenants),divided by the minimum rent payments due to us. Amounts have been calculated using data for periods prior to ourownership of certain properties and prior to commencement of our leaseagreements.

 

Referencesin this report to the Annual Report on Form 10-K for TA are included astextual references only, and the information in such Annual Report is notincorporated by reference into this report.

 

F-2/A

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SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|   | Hospitality Properties Trust |
|--------|------------------------------|
|   |                         |
|   | By:                          | /s/ John G. Murray |
|   |                         | John G. Murray |
|   |                         | President and Chief Operating Officer |
|   |                         | Dated: June 16, 2008 |

 

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