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PART IV

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

Commission file number 001-33274

TRAVELCENTERS OF AMERICA LLC
(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12(b) of the Act:

         Securities registered pursuant to Section 12(g) of the Act:None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýo    No oý

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

         The aggregate market value of the voting common shares of beneficial ownership, no par value, or common shares, of the registrant held by non-affiliates was $129.3$264.3 million based on the $10.94 closing price per common share of $5.45 on the NYSE AmexNew York Stock Exchange on June 30, 2011.28, 2013. For purposes of this calculation, thean aggregate of 1,738,3242,812,324 common shares that were held directly by, or by affiliates of, the directors and the officers of the registrant, andplus 2,540,000 common shares that were held by Hospitality Properties Trust, as of June 30, 2011,or HPT, have been included in the number of common shares held by affiliates.

         Number of the registrant's common shares outstanding as of March 1, 2012: 28,774,771.June 4, 2014: 37,625,366.

         References in this Annual Report on Form 10-K, to "TA", "TravelCenters", the "Company", "we", "us" and "our" include TravelCenters of America LLC and our consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

DOCUMENTS INCORPORATED BY REFERENCE

         Certain information required in Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2012 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A, or our definitive Proxy Statement.

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WARNING CONCERNING FORWARD LOOKING STATEMENTS

        THIS ANNUAL REPORT ON FORM 10-K CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE" OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. AMONG OTHERS, THE FORWARD LOOKING STATEMENTS WHICH APPEAR IN THIS ANNUAL REPORT THAT MAY NOT OCCUR INCLUDE:

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OUR DESCRIPTIONTHIS ANNUAL REPORT STATES THAT THE OPERATIONS AT MANY OF OUR AMENDED LEASES WITH HOSPITALITY PROPERTIES TRUST, OR HPT, DESCRIBES RENT REDUCTIONSSITES ACQUIRED IN 2011, 2012 AND DEFERRALS WHICH2013 HAVE BEEN AGREED BETWEEN USNOT YET REACHED THE STABILIZED FINANCIAL RESULTS WE CURRENTLY EXPECT AND HPT. TAKEN TOGETHER WITH THE FACT THAT WE WERE PROFITABLEESTIMATE THAT ACQUIRED SITES GENERALLY WILL REACH STABILIZATION IN 2011, AN IMPLICATIONAPPROXIMATELY THE THIRD YEAR AFTER ACQUISITION. THE IMPLICATIONS OF THESE DESCRIPTIONS MAY BESTATEMENTS ARE THAT OPERATIONS AT THESE ACQUIRED SITES WILL IMPROVE TO A LEVEL THAT WILL RESULT IN INCREASES IN OPERATING INCOME AND NET INCOME IN THE FUTURE. MANY OF THE LOCATIONS WE WILL BE ABLEHAVE ACQUIRED PRODUCED OPERATING RESULTS WHICH CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITY TO OPERATE THESE LOCATIONS PROFITABLY IN THE FUTURE.DEPENDS UPON MANY FACTORS, INCLUDING OUR ABILITY TO INTEGRATE NEW OPERATIONS INTO OUR EXISTING OPERATIONS. IN FACT, THERE ARE MANY FACTORS WHICH WILL IMPACT THE PROFITABILITY OF OUR FUTURE OPERATIONS THAT MAY CAUSE US TO OPERATE LESS PROFITABLY OR UNPROFITABLY IN ANNUAL AND/OR QUARTERLY PERIODS IN ADDITION TO THOSETHESE STATED ITEMS, INCLUDING SOME FACTORS WHICH ARE BEYOND OUR CONTROL SUCH AS SEASONALITY, THE CONDITION OF THE U.S. ECONOMY GENERALLY, THE FUTURE DEMAND FOR OUR GOODS AND SERVICES AND COMPETITION IN OUR BUSINESS. WE HAVE ACCUMULATED A SIGNIFICANT DEFICIT FROM SEVERAL YEARS OF NET LOSSES PRIOR TO 2011 SINCE WE BECAME A SEPARATE PUBLICLY OWNED COMPANY IN 2007. THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO PRODUCE FUTURE NET INCOME;BUSINESS;



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CERTAINTHIS ANNUAL REPORT REFERENCES ACQUISITIONS THAT HAVE BEEN AGREED BUT THAT HAVE NOT BEEN COMPLETED AS OF THE DATE OF THIS ANNUAL REPORT AND TRAVEL CENTER GROUND UP DEVELOPMENTS UNDER CONSIDERATION FOR LAND PARCELS WE OWN. IMPLICATIONS OF THESE STATEMENTS MAY IMPLYBE THAT THESE ACQUISITIONS AND DEVELOPMENT PROJECTS WILL BE COMPLETED AND THAT THEY MAY IMPROVE OUR EXPENSE CONTROLSFUTURE PROFITS. HOWEVER, THESE ACQUISITIONS ARE SUBJECT TO CONDITIONS AND MAY NOT BE COMPLETED OR MAY BE DELAYED OR THEIR TERMS MAY CHANGE. IN ADDITION, WE MAY DETERMINE TO DELAY OR NOT PROCEED WITH OUR DEVELOPMENT PROJECTS. MOREOVER, MANAGING AND INTEGRATING ACQUIRED TRAVEL CENTER AND CONVENIENCE STORE OPERATIONS AND DEVELOPMENT PROJECTS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND INVOLVE RISKS OF FINANCIAL LOSSES. WE MAY NOT OPERATE THESE ACQUIRED OR NEWLY DEVELOPED LOCATIONS AS PROFITABLY AS WE NOW EXPECT;



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THIS ANNUAL REPORT REFERENCES OUR ACQUISITION IN DECEMBER 2013 OF A COMPANY THAT OPERATES 31 CONVENIENCE STORES AND STATES THAT THE

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CONVENIENCE STORES WE ACQUIRED ARE HIGH SALES VOLUME FUEL LOCATIONS, THAT THESE CONVENIENCE STORES APPEAR TO NEED ONLY LIMITED NEAR TERM CAPITAL INVESTMENT, THAT THESE CONVENIENCE STORES WILL NOT REQUIRE A LENGTHY PERIOD TO ACHIEVE STABILIZED FINANCIAL RESULTS AND THAT WE EXPECT THAT WE MAY BE ABLE TO REALIZE SYNERGIES IN PURCHASING AND MERCHANDISING AT THESE CONVENIENCE STORES. THE IMPLICATION OF THESE STATEMENTS IS THAT THESE STORES MAY HAVE A POSITIVE IMPACT ON OUR EARNINGS AND IMPROVE OUR FUTURE PROFITS. HOWEVER, ACQUISITIONS AND MANAGING AND INTEGRATING ACQUIRED OPERATIONS CAN BE DIFFICULT, TIME CONSUMING AND/OR MORE EXPENSIVE THAN ANTICIPATED AND INVOLVE RISKS OF FINANCIAL LOSSES. CHANGES OF OWNERSHIP FREQUENTLY RESULT IN PERSONNEL CHANGES AND IN REQUIREMENTS FOR NEW SUPPLY AND SALES ARRANGEMENTS. THESE OR OTHER INITIATIVESFACTORS MAY CAUSE IMPROVEDRESULT IN LOWER FINANCIAL RESULTS.PERFORMANCE THAN EXPECTED OR FINANCIAL LOSSES. ALSO, MARKET CONDITIONS AFFECTING THE CONVENIENCE STORES WE ACQUIRED MAY CHANGE IN FACT,A WAY WHICH MATERIALLY AND ADVERSELY IMPACTS THE BUSINESS OF THESE CONVENIENCE STORES. WE MAY NOT OPERATE THESE ACQUIRED SITES AS PROFITABLY AS WE NOW EXPECT;

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THIS ANNUAL REPORT STATES THAT WE AND HOSPITALITY PROPERTIES TRUST, OR HPT, INTEND TO CHALLENGE THE VIRGINIA DEPARTMENT OF TRANSPORTATION, OR VDOT, VALUATION OF THE PROPERTY WE LEASED FROM HPT AND OPERATE IN ROANOKE, VA THAT WAS TAKEN BY EMINENT DOMAIN PROCEEDINGS BY THE VDOT. THE IMPLICATIONS OF THIS STATEMENT MAY BE THAT WE AND HPT WILL RECOVER ADDITIONAL AMOUNTS FROM VDOT THAT WOULD FURTHER REDUCE OUR RENT PAYABLE TO HPT AND/OR PROVIDE US A CASH PAYMENT. HOWEVER, WE MAY NOT BE SUCCESSFUL IN OUR CHALLENGE;



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WE STATE IN THIS ANNUAL REPORT OUR CURRENT OBSERVATIONS OF ECONOMIC CONDITIONSAND INDUSTRY CONDITIONS. RECENT ECONOMIC DATA HAS BEEN MIXED AND IMPROVEMENTS, IF ANY, IN THE UNITED STATES MAY NOT IMPROVE AND MAY DECLINE, FUTURE MARKET CONDITIONSU.S. ECONOMY, IN GENERAL, OR IN THE TRUCKING INDUSTRY OR OTHERWISETRAVEL CENTER INDUSTRIES SPECIFICALLY, MAY WORSENNOT CONTINUE, AND OUR INITIATIVESFUEL AND NONFUEL SALES VOLUMES MAY NOT BE SUCCESSFULLY SUSTAINED, EACH OR ALL OF WHICH CIRCUMSTANCES COULD RESULT IN OUR FINANCIAL RESULTS NOT IMPROVING OR OUR EXPERIENCING MATERIAL AND CONTINUING LOSSES;DECLINE;



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OUR ENVIRONMENTAL LIABILITY MAY BE GREATER THAN WE CURRENTLY ANTICIPATE ANDANTICIPATE. LEGISLATION AND REGULATION REGARDING CLIMATE CHANGE, INCLUDING GREENHOUSE GAS EMISSIONS, AND OTHER ENVIRONMENTAL MATTERS MAY BE ADOPTED, ADMINISTERED OR ENFORCED DIFFERENTLY IN THE FUTURE WHICHAND ANY SUCH CHANGES, THE MARKET REACTION THERETO, OR ANY GLOBAL CLIMATE CHANGES COULD REQUIREADVERSELY IMPACT OUR OPERATIONS, CAUSE US TO EXPEND SIGNIFICANT AMOUNTS AND CAUSE OUR BUSINESS AND FINANCIAL CONDITION TO DECLINE MATERIALLY;



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THIS ANNUAL REPORT STATES THAT WE HAVE ACQUIRED TRAVEL CENTER LOCATIONS AND LISTS SEVERAL PURCHASES THAT WE HAVE COMPLETED AND STATES THAT WE ARE IN ACTIVE NEGOTIATIONSCURRENTLY INTEND TO CONTINUE OUR EFFORTS TO SELECTIVELY ACQUIRE OTHERADDITIONAL PROPERTIES. THE IMPLICATIONS OF THESE STATEMENTS MAY BE THAT WE WILL BE ABLE TO CONTINUE TO IDENTIFY AND COMPLETE ALL OF THESE PURCHASES AND WILL BE ABLE TO OPERATE THESE LOCATIONS PROFITABLY.ADDITIONAL ACQUISITIONS. HOWEVER, WE MAY NOT SUCCESSFULLY COMPLETESUCCEED IN IDENTIFYING AND/OR ACQUIRING OTHER PROPERTIES;



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THIS ANNUAL REPORT STATES THAT DURING THE SECOND AND THIRD QUARTERS OF 2013, OUR NEGOTIATIONS FOR THE OTHER PROPERTIES FOR WHICH WE ARE NEGOTIATING. MANY OF THE TRAVEL CENTERS WE HAVE ACQUIREDPRIMARY COMPETITORS ENGAGED IN AGGRESSIVE

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PRODUCEDSALES EFFORTS TO MAINTAIN AND GROW MARKET SHARE, WHICH NEGATIVELY AFFECTED OUR FUEL SALES VOLUME AND FUEL GROSS MARGIN PER GALLON, AND THAT THIS IMPACT ABATED SOMEWHAT IN THE THIRD AND FOURTH QUARTERS VERSUS THE SECOND QUARTER. THE IMPLICATION OF THESE STATEMENTS MAY BE THAT THE COMPETITIVE ENVIRONMENT WITHIN OUR INDUSTRY HAS IMPROVED AND OUR OPERATING RESULTS WHICHWILL IMPROVE. IN FACT, WE HAVE NO CONTROL OVER OUR COMPETITORS' FUTURE ACTIONS, THE COMPETITIVE ENVIRONMENT IN OUR INDUSTRY CAN CHANGE QUICKLY AND MAY HAVE CAUSED THE PRIOR OWNERS TO EXIT THESE BUSINESSES AND OUR ABILITYCAUSE US TO OPERATE LOCATIONSLESS PROFITABLY DEPENDS UPON MANY FACTORS, INCLUDING OUR ABILITY TO INTEGRATE OPERATIONS INTO OUR EXISTING OPERATIONS AND SOME FACTORS WHICH ARE BEYOND OUR CONTROL SUCH AS THE LEVEL OF DEMAND FOR OUR GOODS AND SERVICES ARISING FROM THE U.S. ECONOMY GENERALLY. WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE TRAVEL CENTER OPERATIONS OR OPERATE ALL OF THESE LOCATIONS, OR ANY OF THEM, PROFITABLYEXPERIENCE LOSSES IN THE FUTURE;

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THIS ANNUAL REPORT STATES THAT OUR BUSINESS REQUIRES REGULAR SIGNIFICANT CAPITAL EXPENDITURES.EXPENDITURES AND THAT WE ESTIMATE THAT DURING 2014 WE WILL MAKE SUSTAINING CAPITAL INVESTMENTS OF APPROXIMATELY $65 MILLION TO $75 MILLION IN OUR EXISTING LOCATIONS, SOME OF WHICH IS EXPECTED TO BE OF THE TYPE OF IMPROVEMENTS WE TYPICALLY REQUEST HPT PURCHASE FROM US, AND CAPITAL INVESTMENTS FOR IMPROVEMENTS TO LOCATIONS WE HAVE ACQUIRED OF APPROXIMATELY $36.5 MILLION. THE AMOUNT AND TIMING OF CAPITAL EXPENDITURES ARE OFTEN DIFFICULT TO PREDICT. SOME CAPITAL PROJECTS COST MORE THAN ANTICIPATED.ANTICIPATED AND THE PROCEEDS FROM THE SALES OF IMPROVEMENTS, IF ANY, TO HPT MAY BE LESS THAN OUR ESTIMATES. CURRENTLY UNANTICIPATED PROJECTS THAT WE MAY BE REQUIRED TO COMPLETE IN THE FUTURE, AS A RESULT OF GOVERNMENT PROGRAMS OR REGULATION, ADVANCES OR CHANGES MADE BY OUR COMPETITION, DEMANDS OF OUR CUSTOMERS, ACQUISITIONS OR OTHER MATTERS, MAY ARISE AND CAUSE US TO SPEND MORE OR LESS THAN CURRENTLY ANTICIPATED. SOME CAPITAL PROJECTS TAKE MORE TIME TO COMPLETE THAN ANTICIPATED. AS A RESULT OF MARKET CONDITIONS OR CAPITAL CONSTRAINTS, WE MAY DEFER CERTAIN CAPITAL PROJECTS AND SUCH DEFERRAL MAY HARM OUR BUSINESS OR REQUIRE US TO MAKE LARGER CAPITAL EXPENDITURES IN THE FUTURE;



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THIS ANNUAL REPORT STATES THAT WE ENTERED AN AGREEMENT WITH EQUILON ENTERPRISES LLC DOING BUSINESS AS SHELL OIL PRODUCTS US, OR SHELL, PURSUANT TO WHICH SHELL HAS AGREED TO CONSTRUCT A NETWORK OF NATURAL GAS FUELING LANES AT UP TO 100 OF OUR TRAVEL CENTERS LOCATED ALONG THE U.S. INTERSTATE HIGHWAY SYSTEM, INCLUDING TRAVEL CENTERS WE LEASE FROM HPT. NATURAL GAS FUEL USE IN THE TRUCKING INDUSTRY IS NEW AND THERE IS NO ASSURANCE THAT A TRUCKER MARKET FOR NATURAL GAS WILL DEVELOP, AND WE OR SHELL MAY DETERMINE TO ABANDON THIS PROJECT. LAND USE REGULATIONS AT OUR TRAVEL CENTERS MAY PREVENT INSTALLATION OF NATURAL GAS FUELING LANES OR THE INSTALLATION OR OPERATION OF NATURAL GAS FUELING LANES MAY REQUIRE REGULATORY APPROVALS AND SPECIALIZED EQUIPMENT AND TRAINED PERSONNEL THAT MAY NOT BE TIMELY AVAILABLE OR MAY BE MORE COSTLY THAN WE EXPECT. THE DISTANCES THAT MAY BE COVERED BY NATURAL GAS POWERED VEHICLES DEPEND UPON TECHNOLOGIES THAT ARE BEING DEVELOPED, AND IT MAY NOT BE POSSIBLE TO CROSS THE UNITED STATES USING NATURAL GAS FUEL PURCHASED AT ONLY OUR TRAVEL CENTERS. FOR THESE AND OTHER REASONS, THE INFRASTRUCTURE NECESSARY FOR NATURAL GAS POWERED TRUCKS TO TRAVEL ACROSS THE UNITED STATES MAY REQUIRE MORE TRAVEL CENTERS THAN WE HAVE OR ARE ABLE TO CREATE;

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THIS ANNUAL REPORT STATES THAT WE HAD $118.3$85.7 MILLION OF CASH AND CASH EQUIVALENTS AT DECEMBER 31, 2013, THAT THERE WERE NO AMOUNTSLOANS OUTSTANDING UNDER OUR BANK CREDIT FACILITY AT DECEMBER 31, 2011,AS OF THAT UNDER OUR LEASES WITH HPTDATE, THAT DURING 2013, WE RECEIVED $69.1$83.9 MILLION FROM HPT FOR SALES TO HPT OF QUALIFYING IMPROVEMENTS, THAT WE GENERATED NET CASH FLOWS FROM OPERATING ACTIVITIES OF $30.1 MILLION DURING 2011, THAT WE EXPECT TO FURTHER SELL TO HPT ADDITIONAL IMPROVEMENTS WE HAVE MADE, ORAND THAT WE HAVE THE ABILITY TO SELL TO HPT ADDITIONAL CAPITAL IMPROVEMENTS WE MAY MAKE IN THE FUTURE MAKE TO THE PROPERTIES WE LEASE FROM HPT, THAT IN JANUARY 2013 WE RAISED NET PROCEEDS OF APPROXIMATELY $105.1 MILLION FROM THE SALE OF SENIOR NOTES, THAT IN DECEMBER 2013 WE RAISED NET PROCEEDS OF $65.1 MILLION FROM THE ISSUANCE AND SALE OF 7,475,000 COMMON SHARES AND THAT WE OWN UNENCUMBERED REAL ESTATE AND OTHER ASSETS THAT MAY BE AN ADDITIONAL SOURCESSOURCE OF LIQUIDITY OVER TIME. THESE STATEMENTS MAY IMPLY THAT WE HAVE ABUNDANT WORKING CAPITAL AND CASH LIQUIDITY. IN FACT, OUR REGULAR OPERATIONS REQUIRE LARGE AMOUNTS OF WORKING CASH. AS OF DECEMBER 31, 2011, $65.72013, $44.9 MILLION OF OUR BANK CREDIT FACILITY WAS USED TO SECUREPROVIDE LETTERS OF CREDIT FORTO OUR SUPPLIERS, INSURERS AND TAXING AUTHORITIES AND WE HAVE COLLATERALIZED THISOUR BANK FACILITY WITH SUBSTANTIALLY ALL OF OUR CASH, ACCOUNTS RECEIVABLE, INVENTORIES, EQUIPMENT AND INTANGIBLE ASSETS. IN ADDITION, OUR BUSINESS REQUIRES US TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO MAINTAIN OUR COMPETITIVENESS, HPT IS NOT OBLIGATED TO PURCHASE THE IMPROVEMENTS WE MAY REQUEST AND WE ARE OBLIGATED TO PAY ADDITIONAL RENT TO HPT FOR CAPITAL IMPROVEMENTS IT ACQUIRES FROM US, WE MAY BE UNABLE TO SELL TO HPTADDITIONAL DEBT OR EQUITY SECURITIES IN THE FUTURE, AND WE DO NOT KNOW THE EXTENT TO WHICH WE COULD MONETIZE OUR EXISTING UNENCUMBERED REAL ESTATE. ACCORDINGLY, WE MAY NOT HAVE SUFFICIENT WORKING CAPITAL OR CASH LIQUIDITY;



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THIS ANNUAL REPORT STATES THAT WE ENTERED INTO AN AMENDED AND RESTATED CREDIT FACILITY IN OCTOBER 2011 WITH A CURRENT MAXIMUM AVAILABILITY OF $200 MILLION. HOWEVER, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL,

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WHICH IS BASED PRIMARILY ON ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORIES THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200 MILLION. ALSO, THIS ANNUAL REPORT STATES THAT THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. NONETHELESS, IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE THE CREDIT FACILITY IF WE WOULD LIKE TO DO SO;

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THIS ANNUAL REPORT STATES OUR CURRENT OBSERVATIONS AS TO ECONOMIC AND INDUSTRY CONDITIONS, WHICH MAY IMPLY THAT ECONOMIC CONDITIONS IN THE U.S. GENERALLY AND THE TRUCKING AND TRAVEL CENTER INDUSTRIES IN PARTICULAR ARE IMPROVING AND THAT OUR RESULTS OF OPERATIONS AND CASH FLOWS FROM OPERATIONS WILL IMPROVE IN THE FUTURE. HOWEVER, THE POSITIVE TREND IN FUEL SALES VOLUMES WE HAVE RECENTLY EXPERIENCED MAY BE THE RESULT OF INCREASED MARKET SHARE AND NOT AN IMPROVING MARKET OR MAY NOT CONTINUE. ALSO, IMPROVEMENTS, IF ANY, IN THE U.S. ECONOMY OR IN THE TRUCKING OR TRAVEL CENTER INDUSTRIES MAY NOT CONTINUE, AND OUR FUEL SALES VOLUMES MAY NOT CONTINUE TO INCREASE OR OUR SALES VOLUMES MAY DECLINE;



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THIS ANNUAL REPORT STATES SOME OF OUR BELIEFS WITH RESPECT TO VARIOUS PENDING LITIGATION AND LITIGATION SETTLEMENTS. THESE STATEMENTS MAY IMPLY THAT WE WILL PREVAIL IN OUR LITIGATION DEFENSE EFFORTS.AND THAT THE REFERENCED SETTLEMENTS WILL BE COMPLETED. IN FACT, WE MAY BE UNABLE TO PREVAIL IN OUR PENDING LITIGATION OR COMPLETE SETTLEMENTS AND ANY SETTLEMENTSETTLEMENTS OR ADVERSE RULINGRULINGS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. ALSO, THE LEGAL AND OTHER EXPENSES WE MAY INCUR IN CONNECTION WITH LITIGATION WILL DEPEND, IN PART, UPON ACTIONS TAKEN BY OTHER PARTIES, WHICH ACTIONS ARE NOT WITHIN OUR CONTROL, AND THESECONTROL. OUR LITIGATION COSTS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS;



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THIS ANNUAL REPORT STATES THAT WE HAVE A CREDIT FACILITY WITH A CURRENT MAXIMUM AVAILABILITY OF $200 MILLION. HOWEVER, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY IS SUBJECT TO OUR HAVING QUALIFIED COLLATERAL, INCLUDING ELIGIBLE CASH, ACCOUNTS RECEIVABLE AND INVENTORIES THAT VARY IN AMOUNT FROM TIME TO TIME. ACCORDINGLY, OUR BORROWING AND LETTER OF CREDIT AVAILABILITY AT ANY TIME MAY BE LESS THAN $200 MILLION. FOR EXAMPLE, WE HAD $130.8 MILLION OF BORROWING AND LETTER OF CREDIT AVAILABILITY UNDER OUR CREDIT FACILITY AS OF DECEMBER 31, 2013, OF WHICH $44.9 MILLION WAS UTILIZED FOR OUTSTANDING LETTERS OF CREDIT. ALSO, THIS ANNUAL REPORT STATES THAT THE MAXIMUM AMOUNT AVAILABLE UNDER THE CREDIT

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FACILITY MAY BE INCREASED TO $300 MILLION, SUBJECT TO AVAILABLE COLLATERAL AND LENDER PARTICIPATION. IF WE DO NOT HAVE SUFFICIENT COLLATERAL OR IF WE ARE UNABLE TO IDENTIFY LENDERS WILLING TO INCREASE THEIR COMMITMENTS OR JOIN OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO INCREASE THE CREDIT FACILITY OR THE AVAILABILITY OF BORROWINGS WHEN WE MAY NEED OR WANT TO DO SO;

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THIS ANNUAL REPORT STATES THAT LENDERS UNDER OUR CREDIT FACILITY HAVE WAIVED, UNTIL JULY 31, 2014, THE REQUIREMENT UNDER OUR CREDIT FACILITY TO FURNISH FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL QUARTER ENDED MARCH 31, 2014. THIS MAY IMPLY THAT WE WILL FILE OUR QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2014, OR THE FIRST QUARTER 10-Q, WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, BY JULY 31, 2014 OR THAT EXTENDED OR ADDITIONAL WAIVERS WILL BE OBTAINED FROM OUR LENDERS IF NECESSARY. HOWEVER, THERE CAN BE NO ASSURANCE THAT WE WILL BE ABLE TO FILE THE FIRST QUARTER 10-Q OR OTHERWISE COMPLETE AND DELIVER OUR FINANCIAL STATEMENTS FOR SUCH QUARTER BY JULY 31, 2014 OR THAT EXTENDED OR ADDITIONAL WAIVERS WILL BE OBTAINED, AND IF THEY ARE NOT OBTAINED WE MAY BE IN DEFAULT OF OUR CREDIT FACILITY. THESE OUTCOMES COULD OCCUR FOR REASONS WHICH MAY BE UNKNOWN TO US AT THIS TIME AND MAY BE BEYOND OUR CONTROL. OUR FAILURE TO FILE THE FIRST QUARTER 10-Q OR TO COMPLETE AND DELIVER FINANCIAL STATEMENTS FOR SUCH QUARTER WITHIN SPECIFIED PERIODS COULD GIVE RISE TO DEFAULTS UNDER OUR CREDIT FACILITY, THE INDENTURE GOVERNING OUR 8.25% SENIOR NOTES OR OTHER OBLIGATIONS;



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THIS ANNUAL REPORT STATES THAT DURING 2013 WE RECOGNIZED A BENEFIT OF $3.9 MILLION IN OUR FUEL COST OF SALES AS A RESULT OF REFUNDS PAID OR PAYABLE TO US AS A RESULT OF THE RETROACTIVE REINSTATEMENT ON JANUARY 2, 2013, OF THE "BLENDER'S CREDIT FOR BIODIESEL AND RENEWABLE DIESEL," OR THE TAX CREDIT, THAT THIS TAX CREDIT AGAIN EXPIRED ON DECEMBER 31, 2013, AND THAT WE DO NOT EXPECT THAT THE EXPIRATION OF THIS TAX CREDIT WILL HAVE A SIGNIFICANT EFFECT ON OUR 2014 FUEL GROSS MARGIN BECAUSE OF THE FUEL MARKET PRICING DYNAMICS. IN FACT, THE MARKET PRICES FOR FUEL COULD REACT DIFFERENTLY THAN WE EXPECT AND OUR 2014 FUEL GROSS MARGIN COULD BE NEGATIVELY AFFECTED TO A GREATER EXTENT THAN WE CURRENTLY EXPECT;



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THIS ANNUAL REPORT STATES THAT WE ARE IN THE PROCESS OF DESIGNING AND IMPLEMENTING IMPROVED INTERNAL CONTROLS OVER FINANCIAL REPORTING TO REMEDIATE THE MATERIAL WEAKNESSES THAT EXISTED AS OF DECEMBER 31, 2013. HOWEVER, WE MAY NOT BE SUCCESSFUL IN OUR REMEDIATION EFFORTS AND WE MAY DISCOVER OTHER MATERIAL WEAKNESSES IN INTERNAL CONTROL OVER FINANCIAL REPORTING;



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WE MAY NOT REALIZE OUR EXPECTATION THAT WE WILL BENEFIT FINANCIALLY BY PARTICIPATING IN AFFILIATES INSURANCE COMPANY, OR AIC, IN WHICH WE HAVE INVESTED ALONG WITH REIT MANAGEMENT & RESEARCH LLC, OR RMR, AND OTHER COMPANIES TO WHICH RMR PROVIDES MANAGEMENT SERVICES; ANDAIC;



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THIS ANNUAL REPORT STATES THAT WE BELIEVEOUR BELIEF THAT OUR CONTINUING RELATIONSHIPS WITH HPT, REIT MANAGEMENT & RESEARCH LLC, OR RMR, AIC AND THEIR AFFILIATED AND RELATED PERSONS AND ENTITIES MAY BENEFIT US AND PROVIDE US OPPORTUNITIES TO EXPANDWITH ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS IN THE FUTURE.

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BUSINESS. IN FACT, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE.MATERIALIZE; AND

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THIS ANNUAL REPORT STATES THAT GIVEN OUR PROFITABILITY OVER THE PAST THREE YEARS AND OUR CURRENT EXPECTATIONS, WE BELIEVE IT IS MORE LIKELY THAN NOT THAT WE WILL REALIZE MOST OF OUR DEFERRED TAX ASSETS AS OF DECEMBER 31, 2013, IN THE FUTURE AND THAT WE HAVE REVERSED OUR TAX VALUATION ALLOWANCE RELATED TO THOSE DEFERRED TAX ASSETS DURING 2013. THIS MAY IMPLY THAT WE WILL BE PROFITABLE IN 2014 AND THEREAFTER. HOWEVER, THERE CAN BE NO ASSURANCE WE WILL BE PROFITABLE IN 2014 OR THEREAFTER. ALSO, CHANGES IN OUR OWNERSHIP THAT MAY LIMIT OR ELIMINATE OUR ABILITY TO USE OUR NOL MAY OCCUR. OUR ESTIMATES AND ASSUMPTIONS REGARDING THE REVERSAL OF OUR DEFERRED TAX ASSET VALUATION ALLOWANCE MAY NOT BE REALIZED.

        THESE AND OTHER UNEXPECTED RESULTS MAY BE CAUSED BY VARIOUS FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL, INCLUDING:

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THE TREND TOWARDS IMPROVED FUEL EFFICIENCY OF MOTOR VEHICLE ENGINES AND OTHER FUEL CONSERVATION PRACTICES EMPLOYED BY OUR CUSTOMERS MAY CONTINUE TO REDUCE THE DEMAND FOR DIESEL FUEL AND MAY ADVERSELY AFFECT OUR BUSINESS;



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THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US, OUR CUSTOMERS AND OUR FRANCHISEES AND TENANTS;FRANCHISEES;



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COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS, ACCOUNTING RULES, TAX RATES, ENVIRONMENTAL REGULATIONS AND SIMILAR MATTERS;

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COMPETITION WITHIN THE TRAVEL CENTER INDUSTRY;AND CONVENIENCE STORE INDUSTRIES;



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FUTURE FUEL PRICE INCREASES, FUEL PRICE VOLATILITY COMPETITION OR OTHER FACTORS MAY CAUSE US TO NEED MORE WORKING CAPITAL TO MAINTAIN OUR INVENTORIES AND CARRY OUR ACCOUNTS RECEIVABLE THAN WE NOW EXPECT;



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INACQUISITIONS OR PROPERTY DEVELOPMENT MAY SUBJECT US TO ADDITIONAL OR GREATER RISKS THAN OUR CONTINUING OPERATIONS, INCLUDING THE PAST,ASSUMPTION OF UNKNOWN LIABILITIES;



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FUTURE INCREASES IN FUEL PRICES HAVE REDUCEDMAY REDUCE THE DEMAND FOR THE PRODUCTS AND SERVICES THAT WE SELL BECAUSE HIGH FUEL PRICES MAY HAVE ENCOURAGEDENCOURAGE FUEL CONSERVATION, DIRECTEDDIRECT FREIGHT BUSINESS AWAY FROM TRUCKING OR OTHERWISE ADVERSELY AFFECTEDAFFECT THE BUSINESS OF OUR CUSTOMERS. FUTURE INCREASES INSOME OF THESE TRENDS MAY CONTINUE, WHICH MAY ADVERSELY AFFECT OUR BUSINESS, EVEN IF FUEL PRICES MAY HAVE SIMILAR AND OTHER ADVERSE EFFECTS ON OUR BUSINESS;DO NOT INCREASE;



•

OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO MAINTAIN THE CURRENT CREDIT TERMS FOR OUR PURCHASES ON CREDIT.PURCHASES. IF WE ARE UNABLE TO PURCHASE GOODS ON REASONABLE CREDIT TERMS, OUR REQUIRED WORKING CAPITAL MAY INCREASE AND WE MAY INCUR MATERIAL LOSSES. FURTHER, IN TIMES OF RISING FUEL AND NONFUEL PRICES OUR SUPPLIERS MAY BE UNWILLING OR UNABLE TO INCREASE THE CREDIT AMOUNTS THEY EXTEND TO US, WHICH MAY REQUIRE US TO INCREASE OUR WORKING CAPITAL INVESTMENT. ALSO, IN LIGHT OFNEEDS TO INCREASE. THE RECENT AND CURRENT ECONOMIC, INDUSTRY AND GLOBAL CREDIT MARKET CONDITIONS AND OUR HISTORICAL OPERATING LOSSES, THE AVAILABILITY

condemned property, or portion thereof, as of the commencement date of the TA Lease; (ii) in the case of a casualty loss under the Petro Lease, 8.5% of the net proceeds paid to HPT plus 8.5% of the fair market value of the land; and (iii) in the case of a taking under the Petro Lease, 8.5% of the amount of the net proceeds paid to HPT.

        Events of Default.    Events of default under each lease include the following:

•

our failure to pay rent or any other sumamounts when due;



•

our failure to maintain the insurance required under the lease;



•

the occurrence of certain events with respect to our insolvency;



•

the institution of a proceeding for our bankruptcy or dissolution;



•

our failure to continuously operate any leased travel centerproperties without HPT's consent;



•

the acquisition by any person or group of beneficial ownership of 9.8% or more of theour voting shares or the power to direct the management and policies of us or any of our subsidiary tenants or guarantors; the sale of a material part of the assets of us or any such tenant or guarantor; or the cessation of certain continuing directors constituting a majority of the board of directors of us or any such tenant or guarantor; in each case without the consent of HPT;



•

our default under any indebtedness of $10 million or more for the TA Lease, or $20 million or more for the Petro Lease, that gives the holder the right to accelerate the maturity of the indebtedness; and



•

our failure to perform certain other covenants or agreements of the lease and the continuance thereof for a specified period of time after written notice.

        Remedies.    Following the occurrence of any event of default, each lease provides that, among other things, HPT may, to the extent legally permitted:

•

accelerate the rent;



•

terminate the lease; and/or



•

make any payment or perform any act required to be performed by us under the lease and receive from us, on demand, an amount equal to the amount so expended by HPT plus interest.

        We are also obligated to reimburse HPT for all costs and expenses incurred in connection with any exercise of the foregoing remedies.

        Lease Subordination.    Each lease may be subordinated to any mortgages of the leased travel centersproperties by HPT, but HPT is required to obtain nondisturbance agreements for our benefit.

        Financing Limitations; Security.    Without HPT's prior written consent, our tenant subsidiaries may not incur debt secured by any of their assets used in the operation of the leased travel centers;properties; provided, however, our tenant subsidiaries may incur purchase money debt to acquire assets used in these operations and we may encumber such assets to obtain a line of credit secured by our tenant subsidiaries' receivables, inventory or certain other assets used in these operations.

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        Lease Termination.    When a lease terminates, any equipment, furniture, fixtures, inventory and supplies at the leased travel centersproperties that we own may be purchased by HPT at its then fair market value. Also at termination of the TA Lease, HPT has the right to license any of our software used in the operation of the leased travel centersproperties thereunder at its then fair market value and to offer employment to employees at the leased travel centersproperties thereunder; and under both leases we have agreed to cooperate in the transfer of permits, agreements and the like necessary for the operation of the leased travel centersproperties thereunder.

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        Territorial Restrictions.    Under the terms of each lease, without the consent of HPT, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPT is located.

        Non-Economic Properties.    If during a lease term the continued operation of any leased travel centerproperty becomes non-economic in our reasonable determination and we and HPT cannot agree on an alternative use for the property, we may offer that travel centerproperty for sale, including the sale of HPT's interest in the property, free and clear of our leasehold interests. No sale of a travel centerproperty leased from HPT, however, may be completed without HPT's consent. In the event we obtain a bona-fide offer to purchase the property and HPT consents to the sale, the net sale proceeds received will be paid to HPT, exclusive of amounts associated with personal property, which we can elect to sell to the buyers or keep, and the annual minimum rent payable shall be reduced. In the case of the TA Lease, this reduction will be, at HPT's option, either the amount of such proceeds times 8.5% or the fair market rental for such property as of the commencement date of the lease; in the case of the Petro Lease, this reduction will be the amount of such proceeds times 8.5%. If we obtain a bona-fide offer to purchase the property but HPT does not consent to the sale of the travel center,property, that property will no longer be part of the lease and the minimum rent will be reduced as if the sale had been completed at the amount offered. No more than a total of 15 properties subject to the TA Lease and no more than five properties subject to the Petro Lease may be offered for sale as non-economic properties during the applicable lease term.

        Arbitration.    Our leases with HPT also include arbitration provisions for the resolution of disputes, claims and controversies.

        For further information about the HPT Leases and related amounts, see Note 1817 to the Notes to Consolidated Financial Statements in Item 15 of this Annual Report, which is incorporated herein by reference. In addition, for more information about these transactions and relationships and about the risks which may arise as a result of these transactions and relationships, see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements" and Item 1A, "Risk Factors".

Relationships with Franchisees

        We have lease and franchise agreements with lessees and owners of travel centers. We collect rent and franchise, royalty and other fees under these agreements. As of December 31, 2011, 432013, 30 of our travel centers were operated by our franchisees. TenFive of these travel centers are leased by us from HPT and subleased by us to a franchisee. Thirty threeTwenty five of these travel centers are owned, or leased from others, by our franchisees. As of December 31, 2011,2013, one franchisee operated four locations,travel centers, two operated three locations each, three operated two locations,travel centers, and 2722 operated one locationtravel center each. The table below summarizes by state information as of December 31, 2011,2013, regarding branding and ownership of the travel centers our

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ownership of the travel centers our franchisees operate. Similar information for the travel centerslocations we operate is included in Item 2 of this Annual Report.

Franchise Agreements

        Material provisions of our franchise agreements typically include the following:

        Initial Franchise Fee.    The initial franchise fee for a new franchise is $1,000,000.

        Term of Agreement.    The initial term of a franchise agreement is generally ten to fifteen years. Our TA franchise agreements generally provide for two five year renewals on the terms then being offered to prospective franchisees at the time of the franchise renewal and our Petro franchise agreements generally provide for two five year renewals on the same terms and conditions as the expiring agreements. As of December 31, 2011,2013, our franchise agreements had an average remaining term excluding renewal options of five years and an average remaining term including renewal options of 13 years.

        Protected Territory.    Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TravelCenters of America or TA brand in a specified territory for that TA branded franchise location.travel center. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel

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center business that uses the Petro brand in a specified territory for that Petro branded franchise location.travel center.

        Restrictive Covenants.    Generally our franchisees may not operate any travel center or truck stop related business under a franchise agreement, licensing agreement or marketing plan or system of another person or entity. If the franchisee owns the franchised premises, generally for a two year

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period after expiration or earlier termination of our franchise agreement the franchisee may not operate the premises with a competitive brand.

        Fuel Purchases, Sales and Royalties.    Our TA franchisees that operate travel centers that they sublease from us must purchase all of their diesel fuel from us. Our franchisees that do not sublease from us the travel centers they operate are not required to purchase their diesel fuel from us. Our franchise agreements require the franchisee to pay us a royalty fee based on sales of certain fuels at the franchised travel center. We also purchase receivables generated by some of our franchisees on a non-recourse basis in return for a fee.

        Nonfuel Product Offerings.    Franchisees are required to operate their travel centers in conformity with guidelines that we establish and offer any products and services that we deem to be a standard product or service in our travel centers.

        Fuel Purchases, Sales and Royalties.    Our franchise agreements require the franchisee to pay us a royalty fee per gallon of fuel sold based on sales of certain fuels at the franchised travel center, unless they purchase their fuel inventory from us. We also purchase receivables generated by some of our franchisees in connection with sales to common trucking fleet customers through our proprietary billing system on a non-recourse basis in return for a fee.

        Royalty Payments on Nonfuel Revenues.    Franchisees are required to pay us a royalty fee generally equal to between 2% and 4% of nonfuel revenues, in some cases up to a threshold amount, with a lower percentage fee payable on amounts in excess of the threshold amount. In some cases, if a franchisee operates one or more QSRsamount and on the franchised premises, the franchisee must pay usrevenues from 2% to 3% of all revenues in connection with those sales, net of royalties paid to QSR franchisors.branded QSRs.

        Advertising, Promotion and Image Enhancement.    Our franchisees are required to make additional payments to us as contributioncontributions to the applicable brand wide advertising, marketing and promotional expenses we incur.

        Termination/Nonrenewal.    Generally, we may terminate or refuse to renew a franchise agreement for default by the franchisee. Generally, we may also refuse to renew if we determine that renewal would not be in our economic interest or, in the case of TA franchisees and Petro franchisees under our current form of franchise agreement, if the franchisee will not agree to the terms in our then current form of franchise agreement.

        Rights of First Refusal.    During the term of each franchise agreement, we generally have a right of first refusal to purchase that facility at the price offered to a franchisee by a third party. In addition, some of our agreements give us thea right to purchase the franchised center for fair market value, as determined by the parties or an independent appraiser, upon expiration or earlier termination of the franchise agreement.

Franchisee LeaseSublease Agreements

        In addition to franchise fees, we also collect rent from franchisees for ten travel centers operated by TA franchisees who sublease thetheir respective travel centers from us. The subleases have initial terms of ten yearsAt December 31, 2013, there were five such subleased franchisee travel centers. During 2012 and allow for two renewals of five years each.2013, we acquired the operations at four and one travel centers, respectively, that previously had been subleased from us by franchisees. The current terms of thesethe five remaining sublease agreements end between June and September 2012. The average2017. Four of the five remaining term of these agreements as of December 31, 2011, including allsubleases have one renewal periods, was 11 years.option for an additional five year period; the fifth sublease has no further renewal options. The subleases require that the franchiseefranchisees notify us of their intent to renew the sublease at least 90 days but not more than 180 days prior to the expiration of the current term. Among other things, renewal is contingent upon the franchisee not being in default under the expiring leasesublease and executing our then current form of sublease, the terms of which may differ from the expiring lease,sublease, including without limitation, increased rent. We have not yet established the terms of our form of lease to be offered to the franchisee lessees

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who may elect to renew their leases in 2012. The material provisions of the expiringour sublease agreements typically include the following:

        Operating Costs.    Under the terms of our existing leases, the sublessee is responsible for the payment of all costs and expenses in connection with the operation of the leased travel centers, typically excluding certain environmental costs, certain maintenance costs and real estate taxes.

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        Rent.    Under the terms of our existing leases, the sublessee must pay annual fixed rent equal to the sum of:

•

base rent;rent (annual base rent for the five subleases aggregated $4.3 million as of December 31, 2013);



•

improvement rent, if any, which is defined as an amount equal to a certain percentage of the cost of certain capital improvements we fund after we and the sublessee agree that the improvements may enhance the value of the leased premises; and



•

an annual inflator generally equal to the percentage increase in the consumer price index.

        Use of the Leased Travel Center.    The leased travel center must be operated as a travel center in compliance with all laws, including all environmental laws.

        Termination/Nonrenewal.    The subleases contain terms and provisions regarding termination and nonrenewal, which are substantially the same as the terms and provisions of the related franchise agreements. The subleases are cross defaulted with the related franchise agreements. In certain circumstances we may reimburse the franchisee for a portion of the franchisee's cost of certain capital improvements upon termination of the lease.sublease.

Franchise Regulation

        Some states require state registration and delivery of specified disclosure documentation to potential franchisees and impose special regulations on petroleum franchises. Some state laws also impose restrictions on our ability to terminate or not renew franchises and impose other limitations on the terms of our franchise relationships or the conduct of our franchise business. A number of states include, within the scope of their petroleum franchising statutes, prohibitions against price discrimination and other allegedly anticompetitive conduct. These provisions supplement applicable federal and state antitrust laws. Federal Trade Commission regulations require that we make extensive disclosure to prospective franchisees. We believe that we are in compliance with all franchise laws applicable to our business.

Gaming Regulation

        As a result of our involvement in gaming operations through certain of our subsidiaries, we and such subsidiaries, which we refer to as our licensed subsidiaries, are currently subject to gaming regulations in Louisiana, Montana and Nevada. Requirements under gaming regulations vary by jurisdiction but include, among other things:

•

findings of suitability by the relevant gaming authorities with respect to, or licensure of, certain of our and our licensed subsidiaries' officers, directors and key employees and certain individuals having a material relationship with us or our licensed subsidiaries;



•

findings of suitability by the relevant gaming authorities with respect to certain of our securityholders and restrictions on ownership of certain of our securities;



•

prior approval in certain circumstances by the relevant gaming authorities of public offerings of our securities;



•

prior approval by the relevant gaming authorities of changes in control of us; and



•

specified reporting requirements.

        Holders of beneficial interests in our voting securities are subject to licensing or suitability investigations by the relevant gaming authorities under various circumstances including, generally, the attainment of certain levels of ownership of a class of voting securities, or involvement in the gaming

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operations of or influence over us or our licensed subsidiaries. Persons or entities seeking to acquire control over us or over operation of the license are subject to prior investigation by and approval from the relevant gaming authorities. Any beneficial owner of our voting securities, regardless of the number of shares owned, may be required by a relevant gaming authority to file an application and have his or its suitability reviewed in certain circumstances, including if the gaming authority has reason to believe that such ownership of our voting securities would otherwise be inconsistent with its state's gaming laws. In some jurisdictions, the applicant must pay all costs of investigations incurred in connection with such investigations. Additionally, in the event of a finding by a relevant gaming authority that a person or entity is unsuitable to be an owner of our securities, such person would be prohibited from, among other things, receiving any dividend or interest upon such securities, exercising any voting right conferred through such securities or continuing to hold our securities beyond such period of time as may be prescribed by such gaming authority, managing the licensed business and, in some cases, the shareholder may be required to divest himself or itself of our voting securities.

        Certain of our and our subsidiaries' officers and directors must also file applications, be investigated and be licensed or found suitable by the relevant gaming authorities in order to hold such positions. In the event of a finding by a relevant gaming authority that a director, officer, key employee or individual with whom we or our licensed subsidiary have a material relationship is unsuitable, we or our licensed subsidiary, as applicable, may be required to sever our relationships with such individual.

        Any violations by us or any of our licensed subsidiaries of the gaming regulations to which we are subject could result in fines, penalties (including the limiting, conditioning, suspension or revocation of any licenses held) and criminal actions. Additionally, certain jurisdictions, such as Nevada, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports regarding those gaming activities. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Competition

Travel Centers

        Fuel and nonfuel products and services can be obtained by trucking companies and truck drivers from a variety of sources, including national and regional full service travel centers and pumper only truck stops, some of which are owned or franchised by large chains and some of which are independently owned and operated, and some large service stations. In addition, some trucking companies operate their own terminals to provide fuel and services to their own trucking fleets and drivers.

        Although there are in excess of 6,0006,400 travel centers and truck stops in the U.S., we believe that large trucking fleets and long haul trucking fleets tend to purchase the large majority of their fuel at the approximately 1,900 travel centers and truck stops that are located at or near interstate highway exits and from us or our largest competitors,competitors. Based on the number of locations, Pilot Flying J, and Love's Travel Stops &and Country Stores, Inc., or Love's. Based on the number of locations, TA, Pilot Flying JLove's, and Love'swe are the largest companies in our industry. Pilot Flying J is the result of the combination in 2010 of the then two largest companies in our industry, based on direct fuel sales volume. As a result of the Pilot Flying J combination, we may see increased

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competitive pressure that could negatively impact our sales volumes and profitability and could increase our operating or our selling, general and administrative expenses.

        We experience competition fromcompete with other travel center and truck stop chains based primarily on diesel fuel prices. We also experience competition, to a lesser extent, from travel center chains and independent full service travel centers that is based primarily on the quality, variety and pricing of the wide array of nonfuel product, service and serviceamenities offerings. Our truck repair and maintenance facilities compete with the truck repair and maintenance facilities at Pilot Flying J and Love's locations. These two competitors have increased their respective numbers of truck repair and maintenance facilities over the past few years but do not have as large a chain of repair and maintenance facilities as we do. For truck maintenance and repair services, we also compete with regional full service travel center and truck stop chains, full service independently owned and operated travel centers and truck stops, fleet maintenance

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terminals, independent garages, truck dealerships, truck quick lube facilities and other parts and service centers. We also compete with other full service restaurants, QSRs, mass merchandisers, electronics stores, drugstores and travel and convenience stores. Some truck fleets own their own fuel, repair and maintenance facilities; however, we believe the long term trend has been toward a reduction in these facilities in favor of obtaining fuel, repair and maintenance services from third parties like us.

        An additional source of competition in the future could result from commercialization of state owned interstate highway rest areas. Some state governments have historically requested that the federal government allow these rest areas to offer fuel and nonfuel products and services similar to that offered at a travel center and we understand that certain congressional leaders have recently begun to entertain the issue.historically supported such legislation. If commercialized, these rest areas may increase the number of locations competing with us and these rest areas may have significant competitive advantages over existing travel centers, including ours, because they are generally located on restricted (i.e., toll) roads and providedhave dedicated ingress and egress.

        Some states have privatized their toll roads that are part of the interstate highway system. We believe it is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways in the proximity of our travel centers, our business at those travel centers may decline because truckers may seek alternative routes.

        We believe we may be able to compete successfully for the following reasons:

•

Because we offer consistent, high quality products and services in our locations onnationwide chain of large full service travel centers that feature a nationwide basislarge menu of truck maintenance and repair offerings, numerous diverse dining choices and large parking lots, we may be able to attract fleet and independent professional truck drivers and motorists.



•

Many of our employees have substantial experience in operating our business.



•

As a publicly owned company with extensive relations withto which RMR provides some business management services, we may have stronger capitalization and opportunities to raise capital than some of our competitors.



•

Our continuing relationship with HPT and RMR may provide us opportunities to expand our business in the future.

        HPT is not obligated to provide us with opportunities to lease additional properties, and we may not be able to find other sources of capital sufficient to maintain or grow our travel center business. Also, some of our competitors may have substantially more resources than we do; and some of our competitors have vertically integrated fuel, fuel card and other businesses which may provide them competitive advantages. For all of these reasons and others, we can provide no assurance that we will be able to compete successfully.

        Some states have privatized their toll roads thatConvenience Stores

        The convenience store industry is highly competitive with ease of entry and constant change in the number and types of retailers offering the products and services similar to those we offer. Fuel, food, including prepared foods, and nonfood items similar or identical to those sold by us are part ofgenerally available from various competitors in the interstate highway system.communities we serve, including other convenience store chains, independent convenience store operators, supermarkets, drug stores, mass merchants, gasoline stations and other retail stores. We believe itour stores compete principally with their local grocery stores, convenience stores, restaurants, and larger gasoline stations offering a more limited selection of grocery and food items for sale. We believe that we may have a competitive advantage in this market because at an average of approximately 5,000 square feet, our convenience stores are larger than the average convenience store, which average is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways inapproximately 2,900 square feet according to the proximityNational

Table of our locations, our business at those locations may decline because truckers may seek alternative routes.Contents

Association of Convenience Stores, enabling us to have a larger variety of product and service offerings.

Environmental and Climate Change Matters

        Extensive environmental laws regulate our operations and properties. These laws may require us to investigate and clean up hazardous substances, including petroleum or natural gas products, released at our owned and leased properties. Governmental entities or third parties may hold us liable for property damage and personal injuries, and for investigation, remediation and monitoring costs incurred in connection with any contamination and regulatory compliance. We use both underground storage tanks and above

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ground storage tanks to store petroleum products, natural gas and waste at our travel centers.locations. We must comply with environmental laws regarding tank construction, integrity testing, leak detection and monitoring, overfill and spill control, release reporting and financial assurance for corrective action in the event of a release. At some locations we must also comply with environmental laws relative to vapor recovery or discharges to water. In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters may be adopted or administered and enforced differently in the future, which could require us to expend significant amounts.adversely impact our business. For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and diesel fuel, as well as President Obama's recent order that his administration develop and implement new fuel efficiency standards for medium and heavy duty commercial trucks by March 2016, could negatively impact our business. While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future. Further, underUnder the terms of our leases, we generally have agreed to indemnify HPT for any environmental liabilities related to travel centersproperties that we lease from HPT and we are required to pay all environmental related expenses incurred in the operation of the leasedthese properties. Under our agreement with Shell, we have agreed to indemnify Shell and its affiliates from certain environmental liabilities incurred with respect to our travel centers. In addition,centers where natural gas fueling lanes are installed by Shell. Also, legislation and regulations that limit carbon emissions may cause our energy costs at our travel centerslocations to increase.

        For further information about these and other environmental and climate change matters, see the disclosure under the heading "Environmental Matters" in Note 1918 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, which disclosure is incorporated herein by reference. In addition, for more information about these environmental and climate change matters and about the risks which may arise as a result, of these environmental and climate change matters, see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements" andStatements," Item 1A, "Risk Factors".Factors," and Item 7, "Management's Discussion and Analysis—Environmental and Climate Change Matters."

Intellectual Property

        We own no patents. We own the "Petro" name"Petro Stopping Centers" and "Minit Mart" names and related trademarks.trademarks and various trade names used in our business such as RoadSquad®, RoadSquad Connect^TM, UltraOne®, Iron Skillet®, Reserve-It^TM and others. We have the right to use the "TA", "TravelCenters of America" and other trademarks historically used by our predecessor, which are owned by HPT, during the term of the TA Lease. We also license certain trademarks used in the operation of certain of our QSRs.QSRs and convenience stores and may in the future license trademarks to be used in the operation of one or more of our full service restaurants. We believe that these QSR trademarks are important to our business, althoughbut that they could be replaced with alternative trademarks without significant disruption in our business but with significant costs.except for changes in cost, which may be significant.

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Seasonality

        Assuming little variation in fuel prices, our revenues are usually lowest in the first quarter of thea year when movement of freight by professional truck drivers and motorist travel are typically at their lowest levels of the year. Assuming little variation in fuel prices,year, and our revenues in the fourth quarter of a year are often somewhat lower than those of the second and third quarters because, whilealthough the beginning of the fourth quarter is often positively impacted by increased movement of freight in preparation for various national holidays, that positive impact is often more than offset by a reduction in freight movement caused by vacation time associated with those holidays taken by professional truck drivers toward the end of the year. While our revenues are modestly seasonal, the quarterly variations in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.

Employees

        As of December 31, 2011,2013, we employed approximately 16,00020,670 people on a full or part time basis. Of this total, approximately 15,43020,000 were employees at our company operated sites, 520600 performed managerial, operational or support services at our headquarters or elsewhere and 5070 employees staffed our distribution center. Thirty-onecenters. Thirty of our employees at two travel centers are represented by unions. We believe that our relationship with our employees is satisfactory.

Internet Website

Table        Our internet website address is www.tatravelcenters.com. Copies of Contentsour governance guidelines, code of business conduct and ethics, our policy outlining procedures for handling concerns or complaints about accounting, internal accounting controls or auditing matters and the charters of our audit, compensation and nominating and governance committees are posted on our website and also may be obtained free of charge by writing to our Secretary, TravelCenters of America LLC, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458 or at our website. We make available, free of charge, on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after these forms are filed with, or furnished to, the SEC. Any shareholder or other interested party who desires to communicate with our Independent Directors, individually or as a group, may do so by filling out a report on our website. Our board of directors also provides a process for security holders to send communications to the entire board. Information about the process for sending communications to our board can be found on our website. Our website address is included several times in this Annual Report as a textual reference only and the information in the website is not incorporated by reference into this Annual Report.

Item 1A.    Risk Factors

        Our business faces many risks. If any of the events or circumstances described in the following risks occurs, our business, financial condition or results of operations could suffer and the trading price of our equity securities could decline. Investors and prospective investors should carefully consider the following risks, the risks referred to elsewhere in this Annual Report and the information contained under the heading "Warning Concerning Forward Looking Statements" before deciding whether to invest in our securities.

Risks inrelated to our business

Our operations have produced losses.

        SinceFrom when we began operations on January 31, 2007, through 2010 our business has produced losses in every year except 2011.losses. Although some of our historical results were impacted by separation obligations with our former

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management, business reorganizations and other costs that did not recur and we do not expect to continue,have been profitable in 2011, 2012 and 2013, we believe our losses in prior periods were also the result of the general decline of the U.S. and world economies over which we have no control. We can notcannot provide any assurance that we will be able to operate profitably in future periods.

Our operating margins are narrow.

        Our total revenues for the year ended December 31, 2013, were $7.9 billion, while the sum of our cost of goods sold (excluding depreciation) and site level operating expenses for the same period totaled $7.5 billion. Fuel sales in particular generate low gross margin percentages. Our fuel sales for the year ended December 31, 2013, were $6.5 billion and our gross margin on fuel sales was $0.3 billion, or approximately 5.3% of fuel sales. A small percentage decline in our future revenues or increase in our future costs and expenses, especially revenues and costs and expenses related to fuel, may cause our profits to decline or us to incur losses.

Our financial results are being affected by the current U.S. economic condition.conditions.

        The trucking industry is the primary customer for our goods and services. Demand for trucking services in the U.S. generally reflects the amount of commercial activity in the U.S. economy. When the U.S. economy declines, demand for our products and services typically declines. For example, in the recent past declines in housing construction led to less lumber and construction materials being shipped, and these reduced shipments resulted in fewer customers and lower sales volumes at our travel centers. While the U.S. economy recently has been slowly growing over the past several quarters and trucking activity measures reflect growth in that industry, recent economic activity is still below pre-recession levels and the strength and sustainability of any economic recovery is uncertain. If the U.S. economy continues to operate as it has over the past few years, or if it worsens, our financial results may not improve and may decline.

Reduced consumer spending has resulted in less imported consumer goods into the U.S.We have a substantial amount of indebtedness and less business atrent obligations, which could adversely affect our travel centers; protectionist legislation could materially reduce imports and reduce our business.financial condition.

        During the past 20 years, increasing world trade has resulted in large increases in the importing into the U.S.As of consumer goods, manyDecember 31, 2013, we had total consolidated indebtedness of $154.9 million, consisting of letters of credit outstanding under our credit facility and $110 million of our 8.25% Senior Notes due 2028. As of December 31, 2013, we also had deferred rent obligations of $150 million, $107.1 of which is due on December 31, 2022, and $42.9 million of which is due on June 30, 2024, and substantial ongoing obligations under our leases. Together, these obligations are transported within the U.S. by truck. The recent recessionsubstantial and slow U.S.could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations or other purposes. They may also increase our vulnerability to adverse economic, recovery has lessened the demandmarket and industry conditions, limit our flexibility in planning for, consumer goods imported into the U.S. and this decline is adversely affectingor reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to competitors that have lower debt levels. Any or all of supplying goodsthe above events and services to truckers. Increases in U.S. exportsfactors could have not offset this lost business, as many U.S. exports, for example commoditiesan adverse effect on our results of operations and heavy equipment, generally are not shipped by truck. If the volume of imported goods into the U.S. does not increase, our financial results may not improve. Also, recent protectionist legislation such as was included in the American Recovery and Reinvestment Act of 2009 and various proposals for laws to encourage purchasing of domestically manufactured goods rather than imported products may reduce imports and adversely affect our business.condition.

ConsolidationWe are obligated to pay material amounts of our competitors may negatively affect our business.rent to HPT.

        Effective July 1, 2010, twoThe terms of our competitors, Pilot Travel Centers LLCleases with HPT require us to pay all of our operating costs and Flying J Inc., completed a merger, creating a company called Pilot Flying J. That merger combinedgenerally fixed amounts of rent. During periods of business decline, like the firstone we experienced during the recent recession, our revenues and second largest participantsgross margins may decrease but our minimum rents due to HPT do not decline. A decline in our industry, based on diesel fuel sales volume. As a resultrevenues or an increase in our expenses may make it difficult or impossible for us to meet all of this combination,our obligations and, if we default under our HPT leases, we may see increased competitive pressure that could negatively impactbe unable to continue our sales volumes and profitability and could increase our level of operating and selling, general and administrativebusiness.

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expenses. In addition, most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only a few significant participants, including Comdata Network, Inc., or Comdata, the largest issuer of fuel cards, and Transportation Clearing House LLC, or TCH, a company affiliated with Pilot Flying J. We are unable to determine the full extent and effect the combined Pilot Flying J may have on our financial position, results of operations, or competitive position, although we expect the combination may significantly alter the competitive conditions in the travel center industry. Further, we are unable to determine the extent of the effect that competition, or lack thereof, between Comdata and TCH in particular, may result in future increases in our transaction fee expenses or working capital requirements, or both. In December 2010, we entered a new contract with Comdata that increased our operating expenses and our working capital requirements in 2011, as compared to 2010.

Fuel price increases and fuel price volatility negatively affect our business.

        High fuel prices and the inability to project future prices have several adverse impacts upon our business. First, high fuel prices result in higher truck shipping costs. This causes shippers to consider alternative means for transporting freight, which reduces trucking business and, in turn, reduces our business. Second, high fuel prices cause our trucking customers to seek cost savings throughout their businesses. This has resulted in many customer measures to conserve fuel, such as lower maximum driving speeds and reduced truck engine idling reducing total fuel consumption and our fuel sales. Third, higher fuel prices may result in less disposable income for our customers to purchase our nonfuel goods and services. Fourth, higher and more volatile fuel commodity prices increase the working capital needed to maintain our fuel inventories and receivables, and this increases our costs of doing business. Further, increases in fuel prices may place us at a cost disadvantage to our competitors that may have larger and longer maintained fuel inventory that may have been purchased during periods of lower fuel prices. If fuel commodity prices or fuel price volatility increase, our financial results may not improve and may worsen.

Our labor costs are difficult to control.Increasing truck fuel efficiency may adversely impact our business.

        During 2008Government regulation and 2009 we implemented laborthe high cost savings initiatives inof motor fuels are causing truck manufacturers and our salaried and hourly workforce in an efforttrucking customers to match the declines infocus on fuel efficiency. The largest part of our business volumes. These initiatives generally remained in effect in 2011. However,consists of selling motor fuel. If our trucking customers purchase less motor fuel because their trucks are operated more efficiently, our financial results will decline unless we are able to maintain and managesufficiently offset those declines by selling substitute or other products or services, gaining market share or increasing our operations requires certain minimum staffing levelsgross margins per gallon of fuel sold on lower volumes of fuel sales. It is unclear whether we will be able to operate our travel centers 24 hours per day, 365 days per year. We believe it will be increasingly difficultprofitably if the amount of motor fuels used by the U.S. trucking industry declines because of fuel use efficiencies. If and as truck fuel use efficiency continues to increase and if we are unable to sufficiently increase our sales of other products and services to gain market share or to increase our profit margins on lower fuel volumes, our profits may decline or we may incur losses.

Climate change and other environmental legislation and regulation and market reaction thereto may decrease demand for our major product, diesel fuel, and require us to make additional staff reductions withoutsignificant capital or other expenditures, which may adversely affectingaffect our business.

        Climate change legislation and regulation, including those addressing greenhouse gas emissions, and market reaction to any such legislation or regulation or to climate change concerns, may decrease the demand for our major product, diesel fuel, and may require us to make significant capital or other expenditures. Legislative and regulatory initiatives requiring increased truck fuel efficiency have accelerated in the United States, and these mandates have and may continue to result in decreased demand for diesel fuel, which could have a material adverse effect on our business, prospects. Also, certain opportunities for salesfinancial condition and results of operations. Increased costs incurred by our suppliers as a result of climate change or other environmental legislation or regulation may be lost when labor is reduced. Forpassed on to us in the prices we pay for our fuel supplies, but we may not be able to pass on those increased costs to our customers. Increased fuel costs resulting from these reasons would likely have similar effects on our laborbusiness, operations and liquidity as discussed elsewhere regarding high fuel costs, are difficultincluding decreased demand for our fuel at our locations, increased working capital needs and decreased fuel gross margins. Further, legislation and regulations that limit carbon emissions may cause our energy costs at our locations to increase. Moreover, technological changes developed or changes in customer transportation or fueling preferences, including as a result of or in response to any such legislation, regulation or market reaction, may require us to make significant capital or other expenditures to adopt those technologies or to address those changed preferences and may decrease the demand for products and services sold at our locations. For example, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's gasoline and

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diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and we may suffer losses.diesel fuel, could negatively impact our business by making the fuel more expensive and causing our customers to buy less. For more information regarding climate change matters and their possible adverse impact on us, please see Item 7, "Management's Discussion and Analysis—Environmental and Climate Change Matters."

Our travel centers require regular and expensivesubstantial maintenance and capital investments.

        Our travel centers are open for business 24 hours per day, 365 days per year. Also, many of our travel centers were originally constructed more than 25 years ago. Because of the age of many of our travel centers and because of the nature and intensity of ourthe uses of our travel centers, our travel centers require regular and substantial expenditures for maintenance and capital investments to remain functional and attractive to customers. If we can notcannot access capital necessary to maintain our properties, our business may decline and our profits may decline or we may incur losses. Also, deferring certain capital expenditures in the near term may require us to make even larger amounts of capital expenditures in the future.

        Although we may request that HPT purchase future renovations, improvements and equipment at the travel centers that we lease from HPT, HPT is not obligated to purchase any amounts and any amounts it purchases will result in an increase in our rent payable to HPT.

Our failure to prepare and timely file our periodic reports with the SEC may adversely affect our access to the public markets to raise debt or equity capital as necessary to make required investments in our properties or to implement our business strategies.

        We are not current in our reporting requirements with the SEC, and, as a result, are not able to use our shelf registration statement on Form S-3 to access the public markets to raise debt or equity capital. This limitation could adversely affect our ability to make the capital investments necessary to maintain our properties or prevent us from pursuing transactions or implementing business strategies that we might otherwise believe are beneficial to our business. Until we have regained and maintained timely compliance with our reporting obligations under the Exchange Act for a period of no less than twelve full consecutive calendar months, we will be ineligible to use shorter and less costly filings, such as a registration statement on Form S-3, to register our securities for sale. We may use a registration statement on Form S-1 to register a sale of our securities to raise capital or complete acquisitions, but doing so would likely increase transaction costs and the time required to raise capital and adversely impact our ability to raise capital or complete acquisitions in a timely manner.

We may not complete our pending acquisitions within the time frame we anticipate, or at all, which could have a negative effect on us.

        Our pending acquisitions are subject to satisfaction of closing conditions, which could delay or prevent completion, cause us to incur additional costs, or both. If we do not consummate one or more pending acquisitions within the expected time frame, or at all, it could have a negative effect on our ability to execute on our growth strategy or financial performance. Additionally, if we incur substantial expenses in connection with the negotiation and completion of a particular transaction and it is not completed, we would have incurred these expenses without realizing the expected benefits of the transaction.

Acquisitions may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of a particular transaction may not be fully realized.

        Travel centers that we acquire often require substantial improvements in order to be brought up to our standards, which improvements require an extended period of time to plan, design, permit and

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Our operating margins are narrow.

        Our total operating revenues for the year ended December 31, 2011, were $7.9 billion, while the sumcomplete, often followed by a period of time to mature and become part of our customers' networks. We estimate that our travel center acquisitions generally will reach stabilization in approximately the third year after acquisition, but actual results can vary widely from this estimate. If improvements are more difficult, costly or time consuming than expected or if reaching maturity takes longer than expected or does not occur at all, our business, financial condition or results of operations could be negatively affected.

        Additionally, the success of any acquisition, including the realization of anticipated benefits and cost savings, will depend, in part, on our ability to successfully combine the acquiree's business and ours. The integration may be more difficult, costly or time consuming than expected, may result in the loss of goods sold (excluding depreciation) and site level operating expenses for the same period totaled $7.5 billion. Fuel sales in particular generate low gross margins. Our fuel sales for the year ended December 31, 2011, were $6.6 billion and our gross margin on fuel sales was $301 million,key employees or approximately 4.6% of fuel sales. A small percentage decline in our future revenuesbusiness disruption to us, or increase in our future expenses, especially revenues and expenses related to fuel, may cause our profits to decline or us to incur losses.

An interruption in our fuel supplies would materially adversely affect our business.ability to maintain relationships with customers, suppliers and employees or to fully achieve the anticipated benefits and cost savings of the acquisition. If we experience difficulties with the integration process for a particular acquisition, the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Integration efforts may also divert management attention and resources. These matters could have an adverse effect on us for an undetermined period after completion of a transaction.

        To mitigate the risks arising from fuel price volatility, we generally maintain limited fuel inventories. Accordingly,The obligations and liabilities with respect to an interruption in our fuel supplies would materially adversely affect our business. Interruptions in fuel suppliesacquisition, some of which may be caused by local conditions, such as a malfunction in a particular pipelineunanticipated or terminal, by weather related events, such as hurricanes inunknown, may be greater than we have anticipated which may diminish the areas where petroleum is extracted or refined, or by national or international conditions, such as government rationing, actsvalue of terrorism, wars and the like. Any limitation in available fuel supplies or on the fuel we can offer for sale may cause our profitsacquisition to decline or us to experience losses.

We are involved in litigation which is expensive and may have adverse impacts upon our business.us.

        We are currently involvedmay acquire obligations and liabilities in litigation which is expensive anda particular transaction, some of which may not have adverse consequences to us. If these litigation matters or new litigation matters continue for extended periods or if they result in judgments adversebeen disclosed to us, our profits may declinenot be reflected or we may experience losses. In addition, in our experience, the risk of litigation is greater in certain jurisdictions, such as the State of California. We have significant operationsreserved for in the State of Californiaacquiree's historical financial statements, or may be greater than we have anticipated. These obligations and have in the past been, are currently and may in the future be, party to employee and other litigation in that state or elsewhere. Although to date our litigation matters in the State of California have not resulted in settlements or judgments against us which have had, or which we expect would reasonably be likely toliabilities could have a material adverse effect on our business, there canfinancial condition or results of operations.

We may not complete our planned travel center development projects within the time frame or for the investment we anticipate, or at all.

        Our planned travel center development projects could be no assurance that they willdelayed or not have such an effectcompleted or that litigation elsewhere wouldcould require a greater investment of capital or management time, or both, than we expect. Additionally, if we design, plan, permit or construct a project but do not have such an effect on us. See below Item 3, "Legal Proceedings."complete it, we may incur substantial costs without realizing any expected benefits.

We rely upon trade creditors for a significant amount of our working capital and the availability of alternative sources of financing may be limited.

        Our fuel purchases are our largest operating cost. Historically, we have paid for our fuel purchases after delivery. In the past, as our fuel costs increased with the increase in commodity market prices, some of our fuel suppliers were unwilling to adjust the amounts of our available trade credit to accommodate the increased costs of the fuel volumes that we purchase; for example, a $10 million amount of trade credit will allow us to purchase 5 million gallons of fuel at $2.00 per gallon, but only 3.33 million gallons at $3.00 per gallon. Also, our historical financial results and general U.S. economic conditions have caused some fuel suppliers to request letters of credit or other forms of security for our purchases. We cannot predict how high or low fuel prices may be in the future, and fuel commodity prices significantly impact our working capital requirements.

        In light of the recent and current economic, industry and global credit market conditions and our historical operating losses, the availability and terms of any credit we may be able to obtain are uncertain. Although we maintain a credit facility permitting borrowings of up to $200 million, we typically utilize a large portion of that facility for issuances of letters of credit to our fuel suppliers to secure our fuel purchases and to taxing authorities (or bonding companies)surety bond providers) for fuel taxes. In addition, our qualified collateral historically has been frequently below the amount required to permit the entire $200 million under the

        We sell some of our products on credit. Customers purchasing fuelcredit facility or other goods or services on credit from us may default on their obligations to pay, or they may extend the payment periods, for products sold to them on credit. In light of the recessionary economic conditions that have existed recently in the U.S. generally and the trucking industry specifically and the slow growth rate in the U.S. economy since the recession, the risk that some ofunder our customers may not pay us is greater at present than it has been historically. Also, to the extent that we are unable to collect receivables owed to us in a timely fashion, we may be required to increase amounts invested inindenture governing our working capital, whichSenior Notes could have a material adverse effect on our business and financial condition.

        Our credit facility requires us and our subsidiaries, among other obligations, to maintain a specified financial ratio under certain circumstances and to satisfy certain financial tests. These tests include maintenance of certain financial ratios any time that excess availability under the credit facility falls below 15% of the maximum credit limit of $200 million, until such time that the excess availability has been greater than 15% of the maximum credit limit for thirty consecutive days. In addition, our credit facility restricts, among other things, our ability to incur debt and liens, make certain investments and pay dividends and other distributions including, under certain circumstances, payments on the Senior Notes. Under certain circumstances, we are required to seek permission from the lenders under our credit facility to engage in specified corporate actions.

        Our credit facility also requires that we furnish certain of our financial statements to our lenders within specified time periods. Additionally, the indenture governing our Senior Notes requires that we file our Exchange Act reports within prescribed time periods. If we are unable to furnish these financial statements or reports within the prescribed time periods, or, in the case of our credit facility, obtain a waiver, we may be in default under our credit facility or under the indenture governing the Senior Notes, which could give rise to adverse consequences, including giving lenders or holders of our Senior Notes the right to exercise certain remedies, such as demanding immediate repayment of amounts owed, and restrictions on our ability to borrow. If we are unable to borrow under our credit facility, we may be unable to meet our business obligations or grow our business. Effective May 31, 2014, we received a waiver from our lenders extending until July 31, 2014, our requirement to furnish our quarterly financial statements as of and for the fiscal quarter ended March 31, 2014.

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        Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants. Failure to comply with these covenants (or similar covenants contained in future financing agreements) could result in a default under our credit facility, indenture and other agreements containing cross-default provisions, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operationsoperations. A default could permit lenders or financial condition.holders to accelerate the maturity of the debt under these agreements and to foreclose upon any collateral securing the debt and to terminate any commitments to lend. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the Senior Notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing. If our indebtedness were to be accelerated, our assets may not be sufficient to repay such indebtedness in full. In such circumstances, we could be forced into bankruptcy or liquidation and, as a result, investors could lose their investment in our securities.

An interruption in our fuel supplies would materially adversely affect our business.

        To mitigate the risks arising from fuel price volatility, we generally maintain limited fuel inventories. Accordingly, an interruption in our fuel supplies would materially adversely affect our business. Interruptions in fuel supplies may be caused by local conditions, such as a malfunction in a particular pipeline or terminal, by weather related events, such as hurricanes in the areas where petroleum or natural gas is extracted or refined, or by national or international conditions, such as government rationing, acts of terrorism, wars and the like. Further, our fuel suppliers may fail to provide us with fuel due to these or other reasons. Any limitation in available fuel supplies or on the fuel we can offer for sale may cause our profits to decline or us to experience losses.

Our storage and dispensing of petroleum products and natural gas create the potential for environmental damages, and compliance with environmental laws is often expensive.

        Our business is subject to laws relating to the protection of the environment. The travel centers and convenience stores we operate include fueling areas, truck repair and maintenance facilities and tanks for the storage and dispensing of petroleum products, natural gas and other hazardous substances, all of which create the potential for environmental damage. As a result, we regularly incur environmental clean up costs. Our balance sheet as of December 31, 2011,2013, included an accrued liability of $8.9$7.5 million for environmental remediation and related costs. Because of the uncertainties associated with environmental expenditures, it is possible that future expenditures could be substantially higher than this amount. Environmental laws expose us to the possibility that we may become liable to reimburse governments or others for damages and costs they incur in connection with environmental hazards or liable for fines and penalties for failure to comply with environmental laws. We cannot predict what environmental legislation or regulations may be enacted or how existing laws or regulations will be administered or interpreted with respect to our products or activities in the future; more stringent laws, more vigorous enforcement policies or stricter interpretation of existing laws in the future could cause us to expend significant amounts or experience losses.

        In our experience, the risk of being subject to regulatory review and proceedings for environmental related matters is greater in certain jurisdictions, such as the State of California. We have significant operations in the State of California and are currently and have in the past been subject to regulatory review and proceedings for environmental related matters and may in the future be subject to similar reviews and proceedings in that state or elsewhere. Although to date our environmental regulatory matters in the State of California have not resulted in settlements or judgments against us, or otherwise resulted in our paying or agreeing to pay amounts, which have had, or which we expect would reasonably be likely to have, a material adverse effect on our business, there can be no assurance that

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they will not have such an effect or that environmental regulatory reviews or proceedings elsewhere would not have such an effect on us.

        Under the leases between us and HPT, we generally have agreed to indemnify HPT from environmental liabilities it may incur arising at any of the properties we lease from HPT. Under our leasedagreement with Shell, we have agreed to indemnify Shell and its affiliates from certain environmental liabilities they may incur with respect to our travel centers.centers where natural gas fueling lanes have been installed. Although we maintain insurance

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policies which cover our environmental liabilities, that coverage may not adequately cover liabilities we may incur. To the extent we incur material amounts for environmental matters for which we do not receive insurance or other third party reimbursement or for which we have not set asiderecognized a reserveliability in prior years, our operating results may be materially adversely affected. In addition, to the extent we fail to comply with environmental laws and regulations, or we become subject to costs and requirements not similarly experienced by our competitors, our competitive position may be harmed. Also, to the extent we are or become obligated to fund any such liabilities, such funding obligation could materially adversely affect our liquidity and financial position.

Consolidation of our competitors and the third party fuel card companies may negatively affect our business.

        In 2010, the largest companies in our industry based on diesel fuel volume combined to form Pilot Flying J. As a result of this combination, increased competitive pressure could negatively impact our sales volumes and profitability and increase our site level operating expenses and selling, general and administrative expenses. In addition, most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only a few significant participants, including Comdata Network, Inc., or Comdata, the largest issuer of fuel cards, and Electronic Funds Source, LLC, or EFS, a company affiliated with Pilot Flying J. EFS is the product of the combination during 2011 and 2012 of the fuel card businesses of Transportation Clearing House LLC, EFS Transportation Services, Inc., and T-Check Systems, each previously one of the larger competitors to Comdata in the fuel card industry, making, we believe, EFS the second largest competitor in the fuel card industry. We are unable to determine the full extent and effect the combined Pilot Flying J may have on our financial position, results of operations, or competitive position, although we believe the combination enables Pilot Flying J to substantially alter the competitive conditions in the travel center industry. Further, we are unable to determine the extent of the effect that competition, or lack thereof, between Comdata and EFS in particular, may result in future increases in our transaction fee expenses or working capital requirements, or both.

Our convenience stores are subject to a number of risks particular to the convenience store industry that, if materialized, could have a material adverse effect on our business, results of operations or financial condition.

        The convenience store industry in the U.S. and in the geographic areas in which we operate is highly competitive and fragmented with ease of entry and constant change in the number and types of retailers offering the products and services similar to those we provide. We compete with other convenience store chains, independent convenience stores, supermarkets, drugstores, discount clubs, motor fuel service stations, mass merchants, fast food operations and other similar retail outlets. In recent years, several non-traditional retailers, such as supermarkets, club stores and mass merchants, have begun to compete directly with convenience stores, particularly in the sale of motor fuel and their market share is expected to grow. Increased competition or new entrants to the industry could result in reduction of our gross margins. Additionally, a large number of our convenience stores are located in Kentucky, making our convenience store business particularly vulnerable to changes in economic conditions in Kentucky.

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Many of our labor costs are fixed and cannot be reduced without adversely affecting our business.

        To maintain and manage our operations requires certain minimum staffing levels to operate our travel centers 24 hours per day, 365 days per year, and we attempt to manage our staffing so to avoid excess, unused capacity. As a result, it may be difficult for us to effect future reductions in our staff without adversely affecting our business prospects. Also, certain opportunities for sales may be lost when labor is reduced.

Our customers may become unable to pay us when we extend credit.

        We sell some of our products on credit. Customers purchasing fuel or other goods or services on credit from us may default on their obligations to pay, or they may extend the payment periods, for products sold to them on credit. In light of the challenging economic conditions that have existed in the U.S. generally during and since the recent recession and in the trucking industry specifically, and the slow and uneven recovery and expansion of the U.S. economy since the recession, the risk that some of our customers may not pay us may be greater at present than it had been prior to the recession. Also, to the extent that we are unable to collect receivables owed to us in a timely fashion, we may be required to increase amounts invested in our working capital, which could have a material adverse effect on our business, results of operations or financial condition.

We are involved in litigation which is expensive and may have adverse impacts upon our business.

        We are currently involved in litigation which is expensive and which may have adverse consequences to us. If these litigation matters or new litigation matters continue for extended periods or if they result in judgments adverse to us, our profits may decline or we may experience losses. We are named as a defendant in one lawsuit brought under U.S. federal antitrust laws that we have recently agreed to settle. This settlement is subject to court approval and other conditions, and if it is not completed and we were to be found liable for the claims made in the lawsuit, actual damages would be trebled and we would be subject to joint and several liability among the defendants, which could significantly magnify the effect of any adverse judgment. In our experience, the risk of litigation is greater in certain jurisdictions, such as the State of California. We have significant operations in the State of California and have in the past been, and may in the future be, party to employee and other litigation in that state or elsewhere. Although to date our litigation matters in the State of California have not resulted in settlements or judgments against us which have had a material adverse effect on our business, there can be no assurance that pending or future litigation in that jurisdiction or elsewhere would not have such an effect on us. We have defended, and will continue to defend, vigorously against litigation challenges. However, we or our subsidiaries may enter into settlement discussions in particular cases if we believe it is in our best interests to do so. Settlement of, or failure to successfully defend, litigation could result in liability that could have a material adverse effect on our results of operations, financial condition and cash flows. For additional information about material pending legal proceedings see Item 3, "Legal Proceedings", elsewhere in this Annual Report.

Our labor costs may significantly increase as a result of healthcare regulatory initiatives.

        The adoption of the Patient Protection and Affordable Care Act and the related reconciliation measure, the Health Care and Education Reconciliation Act of 2010, and the regulations resulting from such legislation may significantly increase the costs of providing health care to our employees. Due to the complexity of the legislation and the uncertain timing and content of the related regulations, we are unable to predict the amount and timing of any such increased costs, but the cost may be material. In addition, it is likely that we will incur additional administrative costs to comply with certain provisions of this legislation. Because many of the rules and regulations continue to be defined, we are unable to predict the amount of these costs to comply with various provisions of this legislation. However,

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changes to our employee healthcare costs could have a significant, adverse impact on our business and results of operations.

Our franchisees may become unable to pay our rents, franchise royalties and other feesamounts due to us and we have limited control of our franchisees.

        TenFive travel centers whichthat we lease from HPT are subleased to franchisees. A failure by our franchisees to pay rents to us would not affect our minimum rent payable to HPT. As of December 31, 2011,2013, an additional 3325 travel centers not owned by us or HPT are operated by franchisees. For the year ended December 31, 2011,2013, the rent, franchise royalty and other fee revenue generated from theseall of our franchisee relationships was $14.4$12.7 million. We believe the difficult business conditions whichthat have recently affected the locations whichtravel centers that we operate during and since the recent U.S. recession, including the effects of recent U.S. economic conditions and high and volatile fuel commodity prices, have also adversely affected our franchisees and may make it difficult for our franchisees to pay the rent, franchise royalties and other feesamounts due to us. In addition, our sublease and franchise agreements with our franchisees are subject to periodic renewal by us or the franchisee. For example, the current term of each of the franchise and sublease agreements we have with each of the 10 franchisees to whom we sublease the travel center terminate in the second half of 2012, and we do not now know how many, if any, of those agreements may be renewed or on what terms. Also, various laws and our existing franchise agreements limit the control we may exercise over our franchisees' business activities. A failure by our franchisees to pay rent, franchise royalties and other feesamounts due to us, or the termination or non-renewal of a significant number of our franchise agreements, may cause our profits to decline or us to experience losses.

We may experience losses from our business dealings with AIC.

        We have invested approximately $5.2 million in Affiliates Insurance Company, or AIC, we have purchased substantially all of our property insurance in a program designed and reinsured in part by AIC and we are currently investigating the possibilities to expand our relationship with AIC to other types of insurance. We, RMR, HPT and four other companies to which RMR provides management services, each own approximately 14.29% of AIC and we and those other AIC shareholders participate in a combined insurance program designed and reinsured in part by AIC. Our principal reason for investing in AIC and for purchasing insurance in these programs is to seek to improve our financial results by obtaining improved insurance coverages at lower costs than may be otherwise available to us or by participating in any profits which we may realize as an owner of AIC. These beneficial financial results may not occur and we may need to invest additional capital in order to continue to pursue these results. AIC's business involves the risks typical of an insurance business, including the risk that it may be insufficiently capitalized. Accordingly, our anticipated financial benefits from our business dealings with AIC may be delayed or not achieved and we may experience losses from these dealings.decline.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of information technology could harm our business.

        We rely on information technology networks and systems including the Internet, or IT systems, to process, transmit and store electronic information, including financial records and personal identifying information such as employee and payroll data and workforce scheduling information, and to manage or support a variety of business processes, including our supply chain, retail sales, credit card payments

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and authorizations, financial transactions, banking and numerous other processes and transactions. We purchase some of the IT systems we use from vendors on whom our IT systems materially depend. We rely on commercially available and proprietary IT systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as payment card and credit information. In addition, the IT systems we use for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, may put payment card data at risk; and some of these IT systems are determined and controlled by the payment card suppliers and not by us. Although we have taken steps to protect and maintain the security of the IT systems we use and the data maintained in them, it is possible that our security measures will not prevent the improper functioning of or damage to the IT systems we use, or the improper access to such IT systems or disclosure of personally identifiable information, such as in the event of a cyber attack. Security breaches, including physical or electronic breakins,break ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any compromise or breach of our IT systems could cause material interruptions in our operations, damage our reputation, subject us to material liability claims or regulatory penalties, reduce our customers' willingness to conduct business with us and could have a material adverse effect on our business, financial condition and results of operations. Further, the failure of the IT systems we use to operate effectively, or problems we may experience with maintaining the IT systems we currently use or transitioning to upgraded or replacement systems, could significantly harm our business and operations and cause us to incur significant costs to remediate such problems.

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Our sales could be harmed if we or our suppliers, franchisors, licensors or franchisees become associated with negative publicity.

        We operate our travel centers nationwide and operate convenience stores under a small number of brand names. We sell branded gasoline at most of our locations and many of our locations have QSRs operating under brands we do not own. In addition, we resell numerous other products we obtain from third parties. If the companies or brands associated with our products and offerings become associated with negative publicity, our customers may avoid purchasing these products and offerings, including at our locations, and may avoid visiting our locations because of our association with the particular company or brand. As noted elsewhere in this Annual Report, the control we may exercise over our franchisees is limited. Negative publicity or reputational damage relating to any of our franchisees may be imputed to our entire company and business. If we were to experience these or other instances of negative publicity or reputational damage, our sales and results of operations may be harmed.

Privatization of toll roads or of rest areas may negatively affect our business.

        Some states have privatized their toll roads whichthat are part of the interstate highway system. We believe it is likely that tolls will increase on privatized highways. In addition, some states may increase tolls for their own account. If tolls are introduced or increased on highways in the proximity of our travel centers,locations, our business at those travel centers may decline because truckers and motorists may seek alternative routes. Similarly, some states have privatized or are considering privatizing their publicly owned highway rest areas. If publicly owned rest areas along highways are privatized and converted to travel centers in the proximity of some of our travel centers,locations, our business at those travel centerslocations may decline and we may experience losses.

Our sales could be harmed if our suppliers, franchisors or licensors become associated with negative publicity.

        We sell branded gasoline at some of our travel centers and most of our travel centers have QSRs. If the companies or brands associated with these products and offerings become associated with negative publicity, our customers may avoid purchasing these products and offerings, including at our travel centers, and may avoid visiting our travel centers because of our association with the particular company or brand, which could harm our sales and results of operations.

We may have to expend significant amounts to comply with climate change and other environmental legislation and regulation; and the market reaction to such legislation and regulation and climate change concerns generally may require us to make significant capital or other expenditures and may adversely affect our business.

        Future climate change legislation and regulation, including those addressing greenhouse gas emissions, may require us to expend significant amounts. In addition, the market reaction to any such legislation or regulation or to climate change concerns generally may cause us to incur increased costs and capital expenditures. Increased costs incurred by our suppliers as a result of climate change or other environmental legislation or regulation may be passed on to us in the prices we pay for our fuel supplies, but we may not be able to pass on those increased costs to our customers. Increased fuel costs

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resulting from these reasons would likely have similar effects on our business, operations and liquidity as discussed elsewhere regarding high fuel costs, including decreased demand for our fuel at our travel centers, increased working capital needs and decreased fuel gross margins. Further, legislation and regulations that limit carbon emissions may cause our energy costs at our travel centers to increase. Moreover, technological changes developed or changes in customer transportation or fueling preferences, including as a result of or in response to any such legislation, regulation or market reaction, may require us to make significant capital or other expenditures to adopt those technologies or to address those changed preferences and may decrease the demand for products and services sold at our travel centers. For example, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and diesel fuel, could negatively impact our business by making the fuel more expensive and causing our customers to buy less.

We may be unable to utilize our net operating loss carry forwards.carryforwards.

        Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, imposes limitations on the ability of a company taxable as a corporation that undergoes an "ownership change", as defined by the Code, to use its net operating loss carry forwardscarryforwards and certain other tax benefits and deductions to reduce its tax liability. As a result of certain trading in our shares during 2007, we experienced an ownership change. Consequently, we aremay be unable to use our net operating loss generated in 2007 to offset any future taxable income we may generate. If we experience additional ownership changes, our net operating losses and tax credit carryforwards generated after 2007 could also be subject to limitations on usage. Sinceusage and the existence of a net unrecognized built-in loss at the time of an ownership change could limit our future tax deductions for a five year period after the ownership change in 2007, we experienced a substantial amount of trading in our shares.change. In 2009, our bylaws were amended to impose certain restrictions on the transfer of our shares in order to help us preserve the tax treatment of our net operating losses and other tax benefits (see below for a discussion of the risks related to our ownership limitations under the heading "Risks arising from certain relationships of ours and our organization and structure"). The issuance of 10,000,000 of our shares in a public offering in May 2011 will count towards the trigger of an ownership change, but we do not expect that this issuance alone will result in an ownership change, as defined in the Code.

We do not intend to pay cash dividends on our common shares in the foreseeable future.

        We have never declared or paid any cash dividends on our common shares, and we currently do not anticipate paying any cash dividends in the foreseeable future.

Our shares have experienced significant price and trading volume volatility and may continue to do so.

        Since we became a publicly traded company in January 2007, our shares have experienced significant share price and trading volatility, which may continue. The market price of our common shares has fluctuated and could fluctuate significantly in the future in response to various factors and events, including, but not limited to, the risks set out in this Annual Report, as well as:

•

the liquidity of the market for our common shares;



•

changes in our operating results;



•

changes in analysts' expectations; and



•

general economic and industry trends and conditions.

        In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

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If we fail to maintain effective internal control over financial reporting our financial reporting could be inaccurate.

        Internal control systems are intended to provide reasonable assurance regarding the preparation and fair presentation of published financial statements. We concluded that our internal controls over financial reporting were not effective as of December 31, 2011.2013. As described in Item 9A of this Annual Report, during 20112013 we identified certain deficiencies in our internal control over financial reporting with respect to our historical methodology for impairment analysisincome taxes, a lack of our property and equipment, our assigning of depreciable lives to leasehold assetssufficient accounting department personnel and our amortization of our sale/leaseback financing obligation.financial statement close process. We believe we have recorded appropriate adjustments so that the Consolidated Financial Statements appearing in Item 15 of this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented, and that we are taking appropriate actions to remediate the identified deficiencies in order to improve our internal control over financial reporting for future financial reporting; however, we cannot assure you that our actions will be completely effective or that we will not discover other material weaknesses in our controls. If we fail to maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, our business and financial condition could be harmed, investors may lose confidence in our

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reported financial information and the market price of our common shares or other securities may decline.

Risks arising from certain relationships of ours and our organization and structure

We are obligated to pay material amounts of rent to HPT.

        The terms of our leases with HPT require us to pay all of our operating costs and generally fixed amounts of rent. During periods of business decline, like the one we experienced during the recent recession, our revenues and gross margins may decrease but our minimum rents due to HPT do not decline. A decline in our revenues or an increase in our expenses may make it difficult or impossible for us to meet all of our obligations and, if we default under our HPT leases, we may be unable to continue our business.

Our business is subject to possible conflicts of interest with HPT and RMR.

        Our creation was, and our continuing business is subject to possible conflicts of interest, as follows:

•

Two of our Directors were trustees of HPT at the time we were created.



•

We have five Directors: one of whom, Barry M. Portnoy, also is a managing trustee of HPT, and Chairman, the majority owner and an employee of RMR; one of whom, Arthur G. Koumantzelis, is a former trustee of HPT;HPT from prior to when we became a separate public company; one of whom, Lisa Harris Jones, is a member of a law firm that previously had provided professional services to RMR; and one of whom, Thomas M. O'Brien, is a former executive officer of HPT.HPT from prior to when we became a separate public company. Further, Mr. Portnoy and alltwo of our Independent Directors are members of the boards of trustees or boards of directors of other companies to which RMR or its affiliates provides management services.



•

Mr. O'Brien, who serves as our President and Chief Executive Officer, Andrew J. Rebholz, our Executive Vice President, Chief Financial Officer and Treasurer, and Mark R. Young, our Executive Vice President and General Counsel, are also officers of RMR.



•

We lease a large majority of our travel centers from HPT.



•

RMR provides us business and property management and shared services pursuant to a business management and shared services agreement and property management services with respect to our headquarters building pursuant to a property management agreement, and RMR provides business and property management services to HPT.

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•

In the event of conflicts between us and RMR, any affiliate of RMR or any publicly owned entity with which RMR has a relationship, including HPT, our business management and shared services agreement allows RMR to act on its own behalf and on behalf of HPT or such other entity rather than on our behalf.



•

RMR's simultaneous contractual obligations to us and HPT create potential conflicts of interest, or the appearance of such conflicts.

        In connection with the agreement we entered as part of the HPT Transaction, we granted HPT a right of first refusal to purchase, lease, mortgage or otherwise finance any interest we own in a travel center before we sell, lease, mortgage or otherwise finance that travel center with another party, and we granted HPT and other entities to which RMR provides management services a right of first refusal to acquire or finance any real estate of the types in which they invest before we do, which could limit our ability to purchase or finance our properties or properties we may wish to invest in or acquire in the future. Also, under this agreement we agreed not to take any action that might reasonably be expected to have a material adverse impact on HPT's ability to qualify as a real estate investment trust, or REIT.

        We believe that our historical and ongoing business dealings with HPT and RMR have benefited us and that, despite the foregoing possible conflicts of interest, the transactions we have entered with HPT and RMR since the HPT Transaction have been commercially reasonable and not less favorable than otherwise available to us. Nonetheless, in the past, in particular following periods of volatility in the overall market or declines in the market price of a company's securities, shareholder litigation, dissident shareholder director nominations and dissident shareholder proposals have often been instituted against companies alleging conflicts of interest in business dealings with affiliated and related persons and entities. Our relationshiprelationships with Mr. PortnoyHPT, RMR, Affiliates Insurance Company, or AIC, an

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Indiana insurance company, the other businesses and with other companiesentities to which RMR provides management services, Barry Portnoy and other related parties of RMR may precipitate such activities. These activities, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources even if the claims asserted are meritless.

Territorial restrictions placed on us by our leases with HPT and our franchise agreements with our franchisees could impair our ability to grow our business.

        Under our leases with HPT, without the consent of HPT, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPTaction is located. Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TravelCenters of America or TA brand in a specified territory for that TA branded franchise location. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchise location. As a result of these restrictions, we may be unable to develop, acquire or franchise a travel center in an area in which an additional travel center may be profitable, thereby losing an opportunity for future growth of our business.unfounded.

We have significant commercial arrangements with RMR and HPT and we are dependent on those arrangements in operating our business.

        We are party to a business management and shared services agreement with RMR, whereby RMR assists us with various aspects of our business, and a property management agreement with RMR, whereby RMR manages our headquarters office building. One of our Directors is the majority owner and Chairman of RMR. One of our other Directors, President and Chief Executive Officer, our Executive Vice President, Chief Financial Officer and Treasurer and our Executive Vice President and General Counsel are also officers of RMR. Most of the travel centers that we operate are leased by us,

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principally from HPT. As a result of these factors, we are dependent on our arrangements with RMR and HPT in operating our business and any adverse developments in those arrangements could have a material adverse effect on our business and our ability to conduct our operations.

Territorial restrictions placed on us by our leases with HPT and our franchise agreements with our franchisees could impair our ability to grow our business.

        Under our leases with HPT, without the consent of HPT, we generally cannot own, franchise, finance, operate, lease or manage any travel center or similar property within 75 miles in either direction along the primary interstate on which a travel center owned by HPT is located. Under the terms of our franchise agreements for TA travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the TA brand in a specified territory for that TA branded franchise location. Under the terms of our franchise agreements for Petro travel centers, generally we have agreed not to operate, or allow another person to operate, a travel center or travel center business that uses the Petro brand in a specified territory for that Petro branded franchise location. As a result of these restrictions, we may be unable to develop, acquire or franchise a travel center in an area in which an additional travel center may be profitable, thereby losing an opportunity for future growth of our business.

Ownership limitations anti-takeover and certain other provisions in our limited liability company agreement, bylaws and certain material agreements may deter, delay or prevent us from experiencing a change of control, our shareholders from effecting changes in our governancecontrol or related matters, and our shareholders from receiving a takeover premium.unsolicited acquisition proposals.

        Our limited liability company agreement, or our LLC agreement, and bylaws include variouscontain separate provisions which prohibit any shareholder from owning more than 9.8% and 5% of the number or value of any class or series of our outstanding shares. The 9.8% ownership limitation in our LLC agreement is consistent with our contractual obligations with HPT to not take actions that may make it difficultconflict with HPT's status as a REIT under the Internal Revenue Code. The 5% ownership limitation in our bylaws is intended to help us preserve the tax treatment of our tax credit carryforwards, net operating losses and other tax benefits. We also believe these provisions promote good orderly governance. These provisions inhibit acquisitions of a significant stake in us and may deter, delay or prevent a change in our control or unsolicited acquisition proposals that a shareholder may consider favorable. Additionally, provisions contained in our LLC agreement and bylaws may have a similar impact, including, for anyone to causeexample, provisions relating to:

•

the division of our Directors into three classes, with the term of one class expiring each year, which could delay a change of controlcontrol;

Table of us by means of a tender offer, open market share purchases, a proxy contest or otherwise, without Contents

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the approvalauthority of our Board of Directors. Among others, these provisions include the following:

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separate prohibitionsDirectors, and not our shareholders, to adopt, amend or repeal our bylaws and to fill vacancies on the ownership of 5% or more of our shares or in excess of 9.8% of any class or type of our equity securities by any person or group;



•

staggered terms for members of our Board of Directors;



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limitations on the ability of shareholders to cause a special meeting of shareholders to be held and a prohibition on shareholders acting by written consent unless the consent is a unanimous consent of all our shareholders entitled to vote on the matter;



•

required qualifications for an individual to serve on our Board of Directorsas a Director and a requirement that certain of our Directors be Managing"Managing Directors" and other Directors and Independent Directors;be "Independent Directors", as defined in the governing documents;



•

the power of our Board of Directors, without shareholders' approval, to authorize and issue additional shares of any class or type on terms that it determines;



•

limitations on the ability of and various requirements that must be satisfied in order for, our shareholders to propose nominees for election as Directors and propose other business to be considered at a meeting of shareholders;



•

a requirement that an individual Director may only be removed for cause and then only by unanimous vote of the other Directors; and a 75% shareholders' vote and cause requirements for removal of our entire Board of Directors;



•

a 75% shareholders' vote requirement for shareholder nominations and other proposals whichthat are not approved by our Board of Directors;



•

our election to be governed by Section 203 of the authorityDelaware General Corporation Law, which would prohibit us from engaging in a business combination with an interested shareholder, generally a person that together with its affiliates owns or within the last three years has owned 15% of our Boardvoting shares, for a period of Directors, and not our shareholders, to adopt, amend or repeal our bylaws;



•

limitations onthree years after the abilitydate of shareholders to cause a special meeting of shareholders to be held and a prohibition on shareholders acting by written consentthe transaction in which the person became an interested shareholder, unless the consentbusiness combination is approved in a unanimous consent of all our shareholders entitled to vote on the matter;



•

because of our ownership of AIC, we are an insurance holding company under applicable state law; accordingly, anyone who intends to solicit proxies for a person to serve as one of our Directors or for another proposal of business not approved by our Board of Directors may be required to receive pre-clearance from the concerned insurance regulators;prescribed manner;



•

requirements that shareholders comply with regulatory requirements (including NevadaLouisiana, Montana and LouisianaNevada gaming and Indiana insurance licensing requirements) affecting us which could effectively limit share ownership of us, including in some cases, to 5% of our outstanding shares; and



•

requirements that any person nominated to be a Director comply with any clearance and pre-clearance requirements of state gaming or insurance licensing laws applicable to our business including clearance and pre-clearance by Nevada and Louisiana gambling authorities and Indiana insurance regulators.business.

        In addition, the HPT Leases, our shareholders agreement with respect to AIC, our business management and shared services agreement with RMR and our credit facility each provide that our




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rights and benefits under those agreements may be terminated in the event that anyone acquires more than 9.8% of our shares or we experience some other change in control, as defined in those agreements, without the consent of HPT, RMR or the lenders under the credit facility, respectively, and that AIC and the other shareholders of AIC may have rights to acquire our interests in AIC if such an acquisition occurs or if we experience some other change of control. In addition, our obligation to repay deferred rent then outstanding under our amended leases with HPT may be accelerated if, among other things, a Director not nominated or appointed by the then members of our Board of Directors is elected to our Board of Directors or if our shareholders adopt a proposal (other than a precatory proposal) not recommended for adoption by the then members of our Board of Directors. For these reasons, among others, we may not experience a change of control, our shareholders may be unable to effect changes to our governance or related matters and our shareholders may be unable to realize a takeoverchange of control premium for their shares.securities they own or otherwise effect a change of our policies or a change of our control.




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Our rights and the rights of our shareholders to take action against our Directors, officers, HPT and RMR are limited.

        Our LLC agreement eliminates the personal liability of each of our Directors to us and our shareholders for monetary damages for breach of fiduciary duty as our Director, except for a breach of the Director's duty of loyalty to us or our shareholders as modified by our LLC agreement, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, or for any transaction from which the Director derived an improper personal benefit. Our LLC agreement also provides that our Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR shall not be liable for monetary damages to us or our shareholders for losses sustained or liabilities incurred as a result of any act or omission by any of them unless there has been a final, nonappealable judgment entered by a court determining that such person or entity acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that his, her or its conduct was unlawful.

        Our LLC agreement also generally requires us to indemnify, to the fullest extent permitted by law, our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR for losses thatthey may occurincur arising from claims or actions in which any of them may be involved in connection with any act or omission by such person or entity in good faith on behalf of or with respect to us. We also have similar obligations to our Directors and officers under individual indemnification agreements with such persons. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights against our present and former Directors and officers, HPT, RMR, and the respective directors and officers of HPT and RMR than might otherwise exist absent the provisions in our LLC agreement and our indemnification agreements or that might exist with other companies, which could limit our shareholders' recourse in the event of actions not in our shareholders' best interest.

Disputes with HPT and RMR and shareholder litigation against us or our Directors and officers may be referred to binding arbitration proceedings.

        Our contracts with HPT and RMR provide that any dispute arising under those contracts may be referred to binding arbitration.arbitration proceedings. Similarly, our LLC agreement and bylaws provide that actions by our shareholders against us or against our Directors and officers, including derivative and class actions, may be referred to binding arbitration.arbitration proceedings. As a result, we and our shareholders would not be able to pursue litigation for these disputes in courts against HPT, RMR or our Directors or officers.and officers if the disputes were referred to arbitration. In addition, the ability to collect attorneys'attorney's fees or other damages may be limited in the arbitration proceedings, which may discourage attorneys from agreeing to represent parties wishing to commence such a proceeding.

We may experience losses from our business dealings with AIC.

        As of May 9, 2014, we have invested approximately $6.1 million in AIC, we have purchased substantially all of our property insurance in a program designed and reinsured in part by AIC and we periodically consider the possibilities for expanding our relationship with AIC to other types of insurance. As of May 9, 2014, we, RMR and five other companies to which RMR provides management services each own 14.3% of AIC, and we and those other AIC shareholders participate in a combined insurance program designed and reinsured in part by AIC. Our principal reason for investing in AIC and for purchasing insurance in these programs is to seek to improve our financial results by obtaining improved insurance coverages at lower costs than may be otherwise available to us or by participating in any profits which we may realize as an owner of AIC. While we believe we have in the past benefitted from these arrangements, these beneficial financial results may not occur in the




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future, and we may need to invest additional capital in order to continue to pursue these results. AIC's business involves the risks typical of an insurance business, including the risk that it may be insufficiently capitalized. Accordingly, financial benefits from our business dealings with AIC may not be achieved in the future, and we may experience losses from these dealings.

The licenses, permits and related approvals for our operations may restrict our ownership or prevent or delay any change of control of us.

        We have locations in Louisiana, Montana and Nevada which include gaming operations. As a result, we and our subsidiaries involved in these operations are subject to gaming regulations in those states. Under state gaming regulations, which can vary by jurisdiction:

•

shareholders whose ownership of our securities exceeds certain thresholds may be required to report their holdings to and to be licensed, found suitable or approved by the relevant state gaming authorities,



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persons seeking to acquire control over us or over the operation of our gaming license are subject to prior investigation by and approval from the relevant gaming authorities,



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persons who wish to serve as one of our Directors or officers may be required to be approved, found suitable and in some cases licensed, by the relevant state gaming authorities, and



•

the relevant state gaming authorities may limit our involvement with or ownership of securities by persons they determine to be unsuitable.

        As an owner of AIC, we are licensed and approved as an insurance holding company; and any shareholder who owns or controls 10% or more of our securities or anyone who wishes to solicit proxies for election of, or to serve as, one of our Directors or for another proposal of business not approved by our Board of Directors may be required to receive pre-clearance from the relevant insurance regulators.

        The gaming and insurance regulations to which we are subject may discourage or prevent investors from nominating persons to serve as our Directors, from purchasing our securities, from attempting to acquire control of us or otherwise implementing changes that they consider beneficial.

Risks related to our securities

Our shares have experienced significant price and trading volume volatility and may continue to do so.

        Since we became a publicly traded company in January 2007, our shares have experienced significant share price and trading volatility, which may continue. The market price of our common shares has fluctuated and could fluctuate significantly in the future in response to various factors and events, including, but not limited to, the risks set out in this Annual Report, as well as:

•

the liquidity of the market for our common shares;



•

changes in our operating results;



•

changes in analysts' expectations; and



•

general economic and industry trends and conditions.

        In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.




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Our securities are subject to delisting from the New York Stock Exchange, or NYSE, as a result of our inability to timely file our Quarterly Report on Form 10-Q for the period ended March 31, 2014 with the SEC.

        On May 13, 2014, we filed a Form 12b-25 indicating that as a result of the delay in completing this Annual Report, we were also unable to file our First Quarter 10-Q within the time period prescribed by the Exchange Act. While we are working to file the First Quarter 10-Q as soon as possible, there can be no assurance that we will do so in time to regain compliance with the relevant NYSE listing standards. Failure to regain compliance with the relevant NYSE listing standards could result in our securities being delisted.

        If the NYSE determines to delist our securities, the delisting could decrease trading in our securities substantially, affect adversely the market liquidity of our securities, decrease the trading price of our securities, increase the volatility of our common stock price, decrease analyst coverage of our securities, decrease investor demand and information available concerning trading prices and volume of our securities and make it more difficult for investors to buy or sell our securities. Delisting could also harm our ability to obtain additional financing on acceptable terms.

Because we do not pay dividends, shareholders will benefit from an investment in our common shares only if our common shares appreciate in value.

        We have never declared or paid any cash dividends on our common shares. For the foreseeable future, it is expected that any earnings generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of our common shares. In addition, our credit facility and rent deferral agreement with HPT generally restrict our ability to declare or pay dividends. Our lease agreements and our credit facility also generally restrict or prohibit us from repurchasing our shares. As a result, the success of an investment in our common shares will depend upon a future increase in the trading value of our common shares. There is no guarantee that our common shares will appreciate in value.

If securities or industry analysts do not publish research, or if they publish unfavorable research, about us, our share price and trading volume would likely decline.

        The trading market for our common shares may be influenced by research and reports, or lack thereof, that industry or securities analysts publish about us, our business or our market. Currently, the number of analyst reports about us is limited. If no additional analysts publish research about us, the trading price and volume of our common shares could decline. If analysts publish research about us that is unfavorable or if analysts who publish research about us now or in the future cease to publish such research regularly our share price and trading volume may decline.

Additional future sales of a significant amount of our shares could cause our share price to decline.

        Future sales of substantial amounts of our common shares by our shareholders in the public market, or the perception that these sales could occur, may cause the market price of our common shares to decline. As of December 31, 2013, HPT, our former parent company, owned 3,420,000 of our outstanding common shares, representing approximately 9.1% of our outstanding common shares at such date. Additionally, we grant restricted share awards which vest over a period of years to our employees, officers, Directors and others under our share award plan. As those shares vest, the recipients of those restricted share awards may seek to sell those shares in the public market. Increased sales of our common shares by HPT, our employees, officers, Directors or others could cause our share price to decline or make it more difficult for us to sell equity or equity related securities in the future.

        Additionally, from time to time without seeking shareholder approval, we may issue additional common shares, preferred shares and other securities. We may file future shelf registration statements




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with the SEC that we may use to sell common shares, preferred shares and other securities from time to time in connection with acquisitions or otherwise. Such securities could entitle their holders to greater voting rights or preferences to our common shares, including, without limitation, as to dividends and liquidation rights. To the extent that we are able to grow through acquisitions and are able to pay for such acquisitions with our common shares or other securities convertible into our common shares, the number of outstanding common shares that will be eligible for sale in the future is likely to increase substantially. Persons receiving our shares in connection with these acquisitions may be more likely to sell large quantities of their shares, which may influence the price of our common shares. In addition, the issuance or potential issuance of additional common shares could reduce demand for our common shares or adversely affect the market price for our common shares. To the extent we issue substantial additional common shares or other equity securities, the ownership of our existing shareholders would be diluted and our earnings per share could be reduced.

The indenture under which the Senior Notes were issued does not contain financial covenants and does not limit the amount of indebtedness that we may incur.

        The indenture under which the Senior Notes were issued contains no financial covenants or other provisions that would afford the holders of the Senior Notes any substantial protection in the event we participate in a material transaction. In addition, the indenture does not limit the amount of indebtedness we may incur or our ability to pay dividends, make distributions or repurchase our common shares. As a result, noteholders are not protected under the indenture in the event of a highly leveraged transaction, reorganization, change of control, restructuring, sale of significant amount of assets, merger or similar transaction that may adversely affect them.

The Senior Notes are unsecured and effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

        Upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our secured debt, including the lenders under our credit facility, will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt and to be paid in full from the assets securing that secured debt before any payment may be made with respect to the Senior Notes. In that event, because the Senior Notes are not secured by any of our assets, it is possible that there will be no assets from which claims of holders of the Senior Notes can be satisfied or, if any assets remain, that the remaining assets will be insufficient to satisfy those claims in full. If the value of such remaining assets is less than the aggregate outstanding principal amount of the Senior Notes and accrued interest and all future debt ranking pari passu with the Senior Notes, we will be unable to fully satisfy our obligations under the Senior Notes. In addition, if we fail to meet our payment or other obligations under our secured debt, the holders of that secured debt would be entitled to foreclose on our assets securing that secured debt and liquidate those assets. Accordingly, we may not have sufficient funds to pay amounts due on the Senior Notes. As a result, noteholders may lose a portion of or the entire value of their investment in the Senior Notes.

        Our credit facility is secured by substantially all of the personal property of the borrowers and the guarantors, including a first-priority security interest in 100% of the equity interests of the borrowers and each of their domestic majority owned subsidiaries, 65% of the equity interests of each of the borrowers' foreign majority owned subsidiaries, and all intercompany debt. The amount available to us under our credit facility is determined by reference to a borrowing base calculated based on eligible collateral. At December 31, 2013, this borrowing base calculation provided a total of $130.8 million available for loans and letters of credit under the credit facility. At December 31, 2013, there were no loans outstanding under the credit facility but we had outstanding $44.9 million of letters of credit issued under that facility securing certain purchases, insurance, fuel taxes and other trade obligations.




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Further, the terms of the Senior Notes permit us to incur additional secured indebtedness. The Senior Notes will be effectively subordinated to any such additional secured indebtedness.

An active trading market for the Senior Notes may not be maintained or be liquid.

        We can give no assurances concerning the liquidity of the market for the Senior Notes, the ability of any investor to sell the Senior Notes, or the price at which investors would be able to sell them. The market for the Senior Notes may not continue or it may not be sufficiently liquid to allow holders to resell any of the Senior Notes. Consequently, investors may not be able to liquidate their investment readily, and lenders may not readily accept the Senior Notes as collateral for loans.

        The Senior Notes may trade at a discount from their initial issue price or principal amount, depending upon many factors, including prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. Any decline in trading prices, regardless of cause, may adversely affect the liquidity and trading markets for the Senior Notes.

We depend upon our subsidiaries for cash flow to service our debt, and the Senior Notes are structurally subordinated to the payment of the indebtedness, lease and other liabilities and any preferred equity of our subsidiaries.

        We are the sole obligor on the Senior Notes. We derive all of our revenue and cash flow from our subsidiaries and our ability to service our debt, including the Senior Notes, is substantially dependent upon the earnings of our subsidiaries and their ability to make cash available to us. In addition, most of our contractual and other obligations are obligations of our subsidiaries and thus structurally senior to our obligations on the Senior Notes. None of our subsidiaries guarantee the Senior Notes. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the Senior Notes, or to make any funds available therefore, whether by dividend, distribution, loan or other payments, and the rights of holders of Senior Notes to benefits from any of the assets of our subsidiaries are structurally subordinated to the claims of our subsidiaries' creditors and any preferred equity holders. As a result, the Senior Notes are structurally subordinated to the prior payment and satisfaction of all of the existing and future debts, liabilities and obligations, including payment obligations under the HPT lease agreements, trade payables and any preferred equity, of our subsidiaries. Any future subsidiary debt or obligation, whether or not secured, or any preferred equity of our subsidiaries will have priority over the Senior Notes. As of December 31, 2013, our subsidiaries had total indebtedness of $44.9 million, consisting solely of letters of credit outstanding under our credit facility under which our subsidiaries are either co-borrowers or guarantors. As of December 31, 2013, our subsidiaries also had deferred rent obligations of $150 million, which are structurally senior to the Senior Notes, and substantial ongoing obligations under our leases. Our deferred rent is due in two installments, $107.1 million will be due and payable on December 31, 2022, and $42.9 million will be due and payable on June 30, 2024.

The Senior Notes are not rated.

        The Senior Notes are not rated by any rating agency. Unrated securities usually trade at a discount to similar rated securities. As a result, the Senior Notes may trade at a price that is lower than they might otherwise trade if rated by a rating agency. It is possible, however, that one or more rating agencies might independently determine to assign a rating to the Senior Notes. In addition, we may elect to issue other securities for which we may seek to obtain a rating. If any ratings are assigned to the Senior Notes in the future or if we issue other securities with a rating, such ratings, if they are lower than market expectations or are subsequently lowered or withdrawn, could adversely affect the market for or the market value of the Senior Notes.




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Redemption may adversely affect noteholders' return on the Senior Notes.

        We have the right to redeem some or all of the Senior Notes prior to maturity. We may redeem the Senior Notes at times when prevailing interest rates may be relatively low compared to prevailing rates at the time of issuance of the Senior Notes. Accordingly, noteholders may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Senior Notes.

Item 1B.    Unresolved Staff Comments


        None.

Item 2.    Properties


        Our principal executive offices are located at 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145-5639. OurWe operate two distribution center is acenters in leased facilitywarehouse facilities located at 329 Mason Road, LaVergne, Tennessee 37086-3606.37086 and 3402 West Buckeye Road, Suite 115, Phoenix, Arizona 85043, and an electronics equipment depot in leased space located at 120 North Martinwood Road, Knoxville, Tennessee 37923. We also conduct some corporate office business from RMR's premises at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

        As of December 31, 2011,2013, our travel center business consisted of 237247 travel centers, 185184 of which were leased from HPT, 1533 of which we owned, twothree of which were owned by parties other than HPT and leased to or managed by us, 3325 of which were owned, or leased from others, by our franchisees and two of which we operated for a joint venture in which we own a minority interest. We operated 194217 of these travel centers and our franchisees operated 4330 of these travel centers. We own eightseven parcels of undeveloped land suitable for developing travel centers, and two parcels of land that previously included travel centers, and many of our operating travel centers are located on land parcels which are not fully developed; we may decide to build additional travel centers or other facilities on these parcels in the future.

        As of December 31, 2013, our convenience store business consisted of 34 convenience stores, 27 of which we owned, one of which was leased from HPT, four of which were leased from others and two of which we operated for a joint venture in which we own a minority interest.




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        The table below summarizes by state information as of December 31, 2011,2013, regarding branding and ownership of the travel centersproperties we operate. Similar information for the travel centerslocations our franchisees operate is included under the heading "Relationships with Franchisees" in Item 1 of this Annual Report. To be updated for number and ownership of convenience stores.

		Brand Affiliation of Sites(1)									Ownership of Sites by:(1)													Brand Affiliation(1)															Ownership of Sites by:(1)
		TA			Petro			Total			TA			HPT			Joint Venture			Others(2)				TA(3)			Petro			Minit Mart			Other Brands			Total			TA(3)			HPT			Joint Venture			Others(2)
Alabama			2			2			4			1			3			—			—				2			3			—			—			5			2			3			—			—
Arizona			4			2			6			—			6			—			—				5			2			—			—			7			1			6			—			—
Arkansas			2			2			4			—			4			—			—				2			2			—			—			4			—			4			—			—
California			10			3			13			2			9			2			—				9			6			—			—			15			2			9			4			—
Colorado			3			—			3			—			3			—			—				3			—			—			—			3			—			3			—			—
Connecticut			3			—			3			—			3			—			—				3			—			—			—			3			—			3			—			—
Florida			4			1			5			—			5			—			—				6			1			—			—			7			—			7			—			—
Georgia			5			2			7			—			7			—			—				6			3			—			—			9			1			8			—			—
Idaho			1			—			1			—			1			—			—				1			—			—			—			1			—			1			—			—
Illinois			7			2			9			2			7			—			—				7			2			—			—			9			2			7			—			—
Indiana			6			3			9			3			6			—			—				7			6			—			1			14			7			7			—			—
Iowa			1			—			1			—			1			—			—				2			—			—			—			2			1			1			—			—
Kansas			—			1			1			1			—			—			—				1			1			—			—			2			2			—			—			—
Kentucky			2			2			4			1			3			—			—				2			2			28			—			32			25			3			—			4
Louisiana			4			3			7			1			6			—			—				4			3			—			—			7			1			6			—			—
Maryland			3			—			3			—			3			—			—				3			—			—			—			3			—			3			—			—
Michigan			4			—			4			—			4			—			—				6			—			—			—			6			2			4			—			—
Minnesota			1			—			1			—			1			—			—				1			—			—			—			1			—			1			—			—
Mississippi			1			1			2			—			1			—			1				1			1			—			—			2			—			1			—			1
Missouri			4			1			5			—			5			—			—				4			1			—			—			5			—			5			—			—
Nebraska			2			1			3			—			3			—			—				2			1			—			—			3			—			3			—			—
Nevada			3			2			5			—			5			—			—				3			3			—			—			6			1			5			—			—
New Hampshire			1			—			1			—			1			—			—				1			—			—			—			1			—			1			—			—
New Jersey			3			1			4			—			4			—			—				3			1			—			—			4			—			4			—			—
New Mexico			5			1			6			—			6			—			—				5			2			—			—			7			—			6			—			1
New York			5			1			6			—			6			—			—				5			1			—			—			6			—			6			—			—
North Carolina			2			1			3			—			3			—			—				3			1			—			—			4			1			3			—			—
Ohio			10			4			14			—			14			—			—				9			4			—			1			14			—			14			—			—
Oklahoma			3			1			4			—			4			—			—				3			1			—			—			4			—			4			—			—
Oregon			2			1			3			—			3			—			—				2			1			—			—			3			—			3			—			—
Pennsylvania			8			1			9			—			9			—			—				8			2			—			—			10			1			9			—			—
Rhode Island																									1			—			—			—			1			1			—			—			—
South Carolina			3			—			3			—			2			—			1				3			1			—			—			4			1			2			—			1
Tennessee(3)			4			2			6			—			6			—			—
Tennessee																									6			2			3			—			11			4			7			—			—
Texas			11			7			18			3			15			—			—				11			8			—			—			19			4			15			—			—
Utah			2			—			2			—			2			—			—				2			—			—			—			2			—			2			—			—
Virginia			4			—			4			—			4			—			—				4			—			—			—			4			—			4			—			—
Washington			1			1			2			—			2			—			—				1			1			—			—			2			—			2			—			—
West Virginia			2			—			2			—			2			—			—				2			—			—			—			2			—			2			—			—
Wisconsin			2			—			2			—			2			—			—				2			—			—			—			2			—			2			—			—
Wyoming			3			1			4			—			4			—			—				3			1			—			—			4			—			4			—			—
Ontario, Canada			1			—			1			1			—			—			—				1			—			—			—			1			1			—			—			—
​																							​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​
Total			144			50			194			15			175			2			2				155			63			31			2			251			60			180			4			7
​																							​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​
​																							​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​		​	​

---

⁽¹⁾

Includes only sitesproperties we operate and excludes sitesproperties operated by franchisees.



⁽²⁾

We lease these sitesproperties from, or manage these sitesproperties for, parties other than HPT.



⁽³⁾

One company operated site included herein was temporarily closed from May 2010 until February 2011 as a result of flooding.During January 2014 we acquired one property in Montana.




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Item 3.    Legal Proceedings


        The disclosure under the heading "Legal Proceedings" in Note 1918 to the Notes to Consolidated Financial Statements in Item 15 of this Annual Report is incorporated herein by reference.

Item 4.    Mine Safety Disclosures


        Not applicable.




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PART II


Item 5.    Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities


        Market information.    The following table setsSince April 1, 2013, our common shares have been traded on the NYSE, under the symbol "TA". Prior to that, our common shares traded on what is now known as the NYSE MKT since 2007. Set forth below, for the periods indicated, are the high and low salesales prices for our common shares as reported byon the NYSE Amex.and the NYSE MKT, as applicable:

2011		High			Low
2013									High			Low
First Quarter		$	12.63		$	3.65			$	9.82		$	4.75
Second Quarter		$	8.43		$	4.39			$	12.50		$	9.35
Third Quarter		$	5.84		$	3.46			$	12.25		$	7.35
Fourth Quarter		$	5.55		$	2.79			$	11.17		$	7.01

 


2010		High			Low
2012									High			Low
First Quarter		$	5.92		$	3.05			$	6.84		$	4.29
Second Quarter		$	5.19		$	2.16			$	6.74		$	4.21
Third Quarter		$	3.75		$	2.05			$	5.84		$	4.67
Fourth Quarter		$	4.43		$	2.79			$	5.47		$	4.18

        The closing price of our common shares on the NYSE Amex on March 1, 2012,June 4, 2014, was $5.21$8.07 per share.

        Holders.    As of March 1, 2012,May 15, 2014, there were approximately 700794 shareholders of record of our common shares and we believe that there are approximately 19,900 beneficial owners of our common shares.

        Dividends.    We have never paid or declared any cash dividends on our common shares. At present, we intend to retain our future earnings, if any, to fund the operations and growth of our business. Furthermore, our credit facility restricts our payment of cash dividends on our common shares, unless certain requirements under the credit facility are met, including that excess availability is not less than 20% after any such payment, and our rent deferral agreement with HPT prohibits us from paying any dividends while any deferred rent remains unpaid. Our future decisions concerning the payment of dividends on our common shares will depend upon our results of operations, financial condition and capital expenditure plans, as well as other factors as our Board of Directors, in its discretion, may consider relevant, and the extent to which the declaration or payment of dividends may be limited by agreements we have entered or cause us to lose the benefits of certain of our agreements.

        Stock issuable under equity compensation plans.    The equity compensation plan information set forth in Item 12 of this Annual Report is incorporated by reference herein.

        Recent sales of unregistered securities.    There were no sales of our unregistered securities by us during the fourth quarter of 2011.2013.




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Item 6.    Selected Financial Data


        From the time of our formation on October 10, 2006 to January 31, 2007, we had no operations, revenues, expenses, liabilities or assets except the nominal initial capitalization provided by HPT.

        TravelCenters of America, Inc. is considered to be our predecessor under applicable rules and regulations of the SEC. The HPT Transaction caused our assets, liabilities, financial position, results of operations and cash flows to be materially different than those of our predecessor. Among other things, these differences caused us to incur substantial expenses which were not incurred by our predecessor, for example, rent payments to HPT and costs associated with operating as a public company, while allowing us to avoid the interest and depreciation expenses our predecessor historically incurred. In addition, we completed the Petro Acquisition on May 30, 2007. For these and other reasons, the historical financial information of our predecessor is not indicative of our current or future financial position, results of operations or cash flows.




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The following table presents selected historical financial information of us or our predecessor for each of the last five fiscal years. The information set forth below with respect to fiscal years 20112013, 2012 and 20102011 was derived from, and should be read in conjunction with, the audited consolidated financial statements included elsewhere in this Annual Report. The information set forth below with respect to fiscal years 20092010 and 20082009 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in our 2009 Annual Report on Form 10-K. The information set forth below with respect to fiscal year 2007 was derived from, and should be read in conjunction with, the audited consolidated financial statements included in our 20082010 Annual Report on Form 10-K. However, certain statement of operationsincome and comprehensive income data and balance sheet data presented in the following table for the years ended December 31, 2010 and 2009, and 2008, and the eleven months ended December 31, 2007, have beenwere revised from previouslyoriginally reported financial data, as described in the periods in which the items originated to reflect the correction of certain items that we have determined are not material for those periods.our 2011 Annual Report on Form 10-K. The following information should also be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report.

		Company															Predecessor
														Eleven Months Ended December 31, 2007(1)(2)
		Years Ended December 31,															One Month Ended January 31, 2007(3)
(dollars and gallons in thousands)		2011			2010(1)			2009(1)			2008(1)
Statement of Operations Data:
Revenues:
Fuel		$	6,603,329		$	4,790,659		$	3,588,682		$	6,454,357		$	4,778,293		$	285,053
Nonfuel			1,271,085			1,158,343			1,097,279			1,189,597			1,023,126			66,795
Rent and royalties from franchisees			14,443			13,479			13,859			14,425			12,056			834
Total revenues			7,888,857			5,962,481			4,699,820			7,658,379			5,813,475			352,682
Income (loss) from operations			32,400			(42,034	)		(80,994	)		(36,473	)		(108,669	)		(42,164	)
Net income (loss)			23,574			(66,690	)		(95,085	)		(42,819	)		(104,149	)		(22,048	)
Income (loss) per common share:
Basic and diluted		$	0.98		$	(3.84	)	$	(5.70	)	$	(2.82	)	$	(8.92	)	$	(3.18	)
Balance Sheet Data (end of period):
Total assets		$	1,016,531		$	891,092		$	877,610		$	886,085		$	1,261,219		$	728,667
Sale/leaseback financing obligation(4)			97,765			99,960			102,006			103,634			105,120			—
Deferred rent obligation(5)			150,000			150,000			90,000			30,000			—			—
Long term debt (net of unamortized discount)			—			—			—			—			—			669,635
Redeemable equity			—			—			—			—			—			14,425
Other Operating Data:
Total fuel sold (in thousands of gallons)(6)			2,087,416			2,036,756			1,933,358			2,078,061			2,023,428			156,847
Number of sites (end of period):
Company operated travel centers			194			188			188			188			189			140
Franchisee operated travel centers			10			10			10			10			10			10
Franchisee owned and operated travel centers			33			30			35			35			37			13
Total travel centers			237			228			233			233			236			163

		Years Ended December 31,
(dollars and gallons in thousands, except per share data)		2013			2012			2011			2010			2009
Statement of Operations and Comprehensive Income (Loss) Data:
Revenues:
Fuel		$	6,481,252		$	6,636,297		$	6,603,329		$	4,790,659		$	3,588,682
Nonfuel			1,450,792			1,344,755			1,271,085			1,158,343			1,097,279
Rent and royalties from franchisees			12,687			14,672			14,443			13,479			13,859
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			7,944,731			7,995,724			7,888,857			5,962,481			4,699,820
Income (loss) from operations			21,190			41,470			32,400			(42,034	)		(80,994	)
Net income (loss)			31,623			32,198			23,574			(66,690	)		(95,085	)
Income (loss) per common share:
Basic and diluted		$	1.06		$	1.12		$	0.98		$	(3.84	)	$	(5.70	)
Balance Sheet Data (end of period):
Total assets		$	1,257,282		$	1,029,719		$	1,016,531		$	891,092		$	877,610
Sale-leaseback financing obligation, noncurrent portion(1)			83,762			82,195			97,765			99,960			102,006
Deferred rent obligation(2)			150,000			150,000			150,000			150,000			90,000
Senior Notes due 2028			110,000			—			—			—			—
Other Operating Data:
Total fuel sold (gallons)(3)			2,034,929			2,039,960			2,087,416			2,036,756			1,933,358
Number of sites (end of period):
Company operated travel centers(4)			217			206			192			186			186
Company operated convenience stores			34			4			4			4			4
Franchisee operated travel centers			5			6			10			10			10
Franchisee owned and operated travel centers			25			29			33			30			35
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total locations			281			245			239			230			235
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

Notes to Selected Financial Data

---

⁽¹⁾

The amounts presented for income (loss) from operations, net income (loss), income (loss) per common share: basic and diluted, total assets and sale/leaseback financing obligation differ from those we previously reported for the respective periods. See Note 3 in Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for discussion of these revisions.



⁽²⁾

Includes the operating results of Petro since the Petro Acquisition, which was completed on May 30, 2007.



⁽³⁾

Includes merger related expenses incurred in connection with the January 31, 2007, HPT Transaction.



⁽⁴⁾

Accounting for the HPT Transaction under GAAP required us to recognize in our consolidated balance sheetsheets the leased assets at thirteen of the travel centersproperties previously owned by our predecessor that we now lease from HPT because more than a minor portion of those travel centers isproperties was subleased to third parties, and one travel centerproperty did not qualify for operating lease treatment for other reasons. A portion of the total rent payments to HPT is recognized as a reduction of the sale/leasebacksale-leaseback financing obligation and a portion is recognized as interest expense in our consolidated statement of operations.income and comprehensive income. See Note 17 in Notes to Consolidated Financial Statements included in Item 15 of this Annual Report for discussion of our sale-leaseback financing obligation.



⁽⁵⁾⁽²⁾

Our rent deferral agreement with HPT permitted us to defer up to $5,000 per month of rent due to HPT from July 2008 through December 2010. At December 31, 2010, we had deferred a total of $150,000 of rent payments. In January 2011, the deferral agreement was amended and, among other things, the payment date of theThe deferred rent obligation was revised such thatwill be due and payable $107,085 is due in December 2022 and $42,915 is due in June 2024, and the obligation does not bear interest unless certain events provided in the Amendment Agreement occur.



⁽⁶⁾⁽³⁾

Includes all fuel we sold, both at our retail travel centers siteslocations and also on a wholesale basis including to certain of our franchisees and a joint venture in which we own a minority interest but excludes the retail fuel sales at travel centers operated by our franchisees.



⁽⁴⁾

In 2013, the number of company operated travel centers was revised for 2009 through 2012 because we counted separately convenience stores that had previously been considered ancillary operations to nearby travel centers.




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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations


(dollars in thousands)

Overview

        The following discussion should be read in conjunction with the financial statements included elsewhere in this Annual Report.

        Our revenues and income are subject to potentially material changes as a result of the market prices of diesel fuel and gasoline, as well as the availability of these products.fuel. These factors are subject to the worldwide petroleum products supply chain, which historically has incurred price and supply volatility and, in some cases, shocks as a result of, among other things, severe weather, terrorism, political crises, wars and other military actions and variations in demand, which are often the result of changes in the macroeconomic environment. Over the past few years there has been significant volatility in the cost of fuel. During 2010, fuelFuel prices generally declined during the second and third quarters, then rose during the fourth quarter and those increases continuedincreased during the first quarter of 2011 due in part toand were volatile for the political unrest in Northern Africa andremaining portion of the Middle East. Fuel prices began to decline during the second quarteryear as a result of, 2011, and during the second half of 2011 fuel prices generally continued to decline due to, among other reasons, concerns the U.S. and global economies were sliding into a recession, althoughanother recession. During the first half of 2012, prices remainedgenerally decreased due to continued global economic concerns, including economic conditions in Europe. However, during the third quarter of 2012 fuel prices generally rose due to tensions in the Middle East and economic stimulus programs in Europe and elsewhere. During the fourth quarter of 2012, fuel prices declined and at the end of 2012 were near the prices we experienced at the end of 2011. During the first quarter of 2013, prices generally declined and were at a higherlower level than the prices experienced during the first quarter of 2012. During the second quarter of 2013, fuel prices again rose and at the end of the second quarter of 2013 approximated the prices we experienced at the end of the second quarter of 2012. Then, during the third quarter of 2013, fuel prices again rose, but were generally at a lower level than the prices experienced during the third quarter of 2012. During the fourth quarter of 2013, fuel prices again rose and at the end of 2013, fuel prices approximated those experienced during 2010. Additionally,at the end of 2012. Recent gains in fuel prices were more volatile during 2011 than during 2010. Recently,supplies and sources within the United States and Canada have helped to maintain relative market price stability, but as export markets and capabilities increase for fuel prices have again generally risen.that price stabilization factor may be less effective. We expect that these significant changes in our costs for thesefuel products can largely be passed on to our customers, but often there are delays in passing on price changes that can affect our fuel gross margins. Although other factors have an effect, during periods of rising fuel commodity prices fuel gross margins per gallon tend to be lower during periods of rising fuel commodity pricesthan they otherwise may have been and higher during periods of falling fuel commodity prices.prices fuel gross margins per gallon tend to increase. Also, fuel price increases and volatility can have negative effects on our sales and profitability and increase our working capital requirements. We expect that the fuel markets will continue to be volatile for the foreseeable future. For more information about fuel market risks that may affect us and our actions to mitigate those risks, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" elsewhere in this Annual Report.

        The trucking industryWe believe that recent U.S. economic data has been mixed, though generally positive, and the strength and sustainability of any economic expansion is the primary customer for our goods and services. Freight and trucking demand in the U.S. historically has often reflected the level of commercial activity in the U.S. economy.uncertain. The condition of the U.S. economy generally, and the financial condition and activity of the trucking industry in the U.S. specifically, impacted our financial results during 2010 and 2011 through 2013, and we expect that they will continue to impact our financial results in future periods. OurThe trucking industry is the primary customer for our goods and services. Freight and trucking demand in the U.S. historically generally reflects the level of commercial activity in the U.S. economy. During the period from 2011 through 2013, the U.S. economy slowly improved and the financial condition and activity level in the trucking industry similarly slowly improved; however, these improvements appear to be uneven and may not affect all market participants equally. Further, recent improvements in U.S. export activity have been driven in large part by increased sales of natural resources, such as oil and gas, and by other products that typically are not transported by trucks; and, accordingly, such increased export activity has not resulted in proportional increases in trucking activity within the U.S. We believe that during 2013, demand for fuel by trucking




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companies was negatively affected as compared to the prior year by the new regulatory hours of service rules for truck drivers, which went into effect in July 2013, and the driver shortage plaguing the trucking industry as these factors increase trucking company costs and lead trucking companies to focus on fuel efficiency and shippers to divert some business away from trucking. Technological innovations and other regulatory changes permitting and requiring improved fuel efficiency of motor vehicle engines and other fuel conservation practices employed by trucking companies have accelerated and continue to reduce demand for diesel fuel, including by reducing the amount of diesel fuel required to drive a given amount of trucking miles.

        In part as a result of the aforesaid factors, our nonfuel revenues in 20112013 increased on a same site basis over the prior year, but our fuel sales volumes on a same site basis were largely unchangedfor 2013 declined compared to the prior yearyear. Also, during the second and the levelthird quarters of 2013, TA's primary competitors engaged in aggressive sales efforts presumably to maintain and grow market share, which negatively impacted our fuel sales volume continuesand fuel gross margin per gallon during this time period. These aggressive sales efforts by our competitors abated somewhat in the third and fourth quarters as compared to be well below that experienced before the recent economic recession. Our operating results were significantly influenced by changes we experiencedsecond quarter. Despite the year over year declines in fuel sales volumes, our fuel gross margin that were largely driven by changes inmargins per gallon for 2013 increased slightly on a same site basis over the prior year. We believe this trend primarily is attributable to our continued focus on managing our fuel commodity market costs as described above and by our marketing strategiespricing to forego certain sales at very low margins.

        During 2011, we experienced an increase in fuelbalance sales volume of 2.5%, compared with 2010. This increaseand profitability considerations.

        Our net income for the year ended December 31, 2013, was favorably impacted by a $26,618 benefit for income taxes that primarily resulted from the sitesreversal during the 2013 fourth quarter of the valuation allowance we historically had maintained with respect to certain deferred tax assets; increased site level profitability from the travel centers we have had in our business since before 2011; and increased profitability earned at the properties we have acquired since the beginning of 2011. These favorable factors were partially offset by the $10,000 charge to expense in December 2013 in connection with a litigation settlement; the increases in depreciation and amortization expense attributable to the property acquisitions and other capital investments we made during 2011.2012 and 2013; and the acquisition and financing costs related to our property acquisitions.

        Since the beginning of 2011, we have invested or expect to invest $325,647 to acquire and improve 30 travel centers and 31 gasoline/convenience stores. While the costs of ownership are reflected in our results for the periods since each acquisition, we believe the returns from these acquired properties are not yet fully reflected in our results of operations. We believe that the improvements we have made and plan to make at the travel centers may continue to improve the financial results at these locations. Typical improvements we make at acquired travel centers include adding truck repair facilities and QSRs, paving parking lots, replacing outdated fuel dispensers, installing diesel exhaust fluid dispensing systems, changing signage, installing point of sale and other IT systems and general building upgrades. The following tables presentimprovements to travel center properties we acquire are often substantial and require a long period of time to plan, design, permit and complete, and after completed then require a period of time to produce stabilized financial results and become part of our customers' networks. We estimate that the travel centers we acquire generally will reach financial stabilization in approximately the third year after acquisition, but the actual result can vary widely from this estimate due to many factors.

        We acquired 31 gasoline/convenience store properties for $67,922 on December 16, 2013. These convenience stores are high volume fuel locations with larger interior space for merchandise and food offerings than typical convenience stores and appear to have limited need for near term capital investment. In addition, we do not expect these convenience stores to require a lengthy period to achieve stabilized financial results. Nearly all of our existing travel centers currently offer gasoline for motorists, and most of these convenience stores' customer offerings are similar to certain of the products and food services available at our travel centers. Accordingly, we currently expect we may be able to realize synergies in purchasing and merchandising customer offerings at these convenience




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quarterly changes in fuel sales volumes in total and on a same site basis comparedstores which may make the financial results, relative to the same quarteracquisition cost, similar to that expected for travel center acquisitions.

        The table below shows the number of properties we acquired by year, the prior year.amounts we have invested or currently expect to invest through and as of December 31, 2013, in these properties.

		Site Count			Cash Acquisition Cost(1)			Renovation Cost Incurred Through December 31, 2013			Estimated Renovation Cost to be Spent
Properties acquired in 2011			6		$	36,333		$	47,731		$	—
Properties acquired in 2012			14			46,910			32,513			—
Properties acquired in 2013(2)			41			111,602			17,203			33,355
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total			61		$	194,845		$	97,447		$	33,355
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

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Change in Total Fuel Sales Volume(1)		2011 compared to 2010			2010 compared to 2009			2009 compared to 2008			2008 compared to 2007
First quarter ended March 31			-0.5	%		8.9	%		-17.3	%		22.7	%
Second quarter ended June 30			4.3	%		6.4	%		-9.7	%		0.2	%
Third quarter ended September 30			4.8	%		4.8	%		-2.5	%		-19.0	%
Fourth quarter ended December 31			1.2	%		1.6	%		3.3	%		-15.4	%
Full year			2.5	%		5.3	%		-7.0	%		-4.7	%




Same Site Change in Fuel Sales Volume(2)		2011 compared to 2010			2010 compared to 2009			2009 compared to 2008			2008 compared to 2007
First quarter ended March 31			-1.4	%		9.1	%		-16.3	%		-12.9	%
Second quarter ended June 30			2.1	%		7.1	%		-10.7	%		-16.3	%
Third quarter ended September 30			1.8	%		5.6	%		-3.6	%		-17.2	%
Fourth quarter ended December 31			-2.6	%		2.3	%		2.4	%		-13.8	%
Full year			0.0	%		6.0	%		-7.4	%		-15.0	%

---

⁽¹⁾

Includes volumes sold by TA's predecessor prior to January 31, 2007,only cash amounts paid that were recorded as property and excludes volumes sold at Petro sites prior to the May 30, 2007 acquisition.equipment or intangible assets. Excludes working capital assets and asset retirement obligation assets.



⁽²⁾

Includes 31 convenience stores acquired in December 2013.

        The operations at many of the 61 properties acquired during the three years ended December 31, 2013, have not yet reached the stabilized levels we currently expect. As of December 31, 2013, the travel centers that were continuously operatedwe have acquired since the beginning of 2011 have been owned by us for an average of 17 months, with the planned renovations completed at only 23 of these properties for an average of 14 months. The 31 convenience stores we acquired on December 16, 2013, do not require significant renovations. The table below shows the gross revenues in excess of cost of goods sold and site level operating expenses for the properties we began to operate for our own account since the beginning of 2011, whether by our predecessor (prior to January 31, 2007)way of acquisition from franchisees or byothers or takeover of operations upon termination of a franchisee sublease, from the previous ownerbeginning of the Petroperiod shown (or the date we began to operate such property for our own account, if later). Because sites (prior to the acquisition by us on May 30, 2007)were acquired at various dates during the periods presented.presented, these amounts are intended to indicate directional trends only.

		Revenues in Excess of Cost of Goods Sold and Site Level Operating Expenses
		Three Months Ended December 31,						Year Ended December 31,
		2013			2012			2013			2012
Properties acquired in 2011 (6 sites)		$	3,171		$	1,130		$	9,437		$	5,260
Properties acquired in 2012 (14 sites)			3,833			555			14,100			643
Properties acquired in 2013 (41 sites)(1)			1,254			—			2,941			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	8,258		$	1,685		$	26,478		$	5,903
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

⁽¹⁾

Includes 31 convenience stores acquired in December 2013.

        WhileThe amounts presented in the U.S. economy has been slowly growing overabove table are the past several quartersgross amounts recognized during the periods presented. Certain of the travel centers we have acquired were franchises of ours from whom we generated revenues and trucking activity measures reflect continued growthincurred costs prior to our acquiring the site. The rent, royalties and fuel revenues in that industry,excess of the strengthrelated cost of goods sold and sustainability of any economic recovery is uncertain. Ifsite level operating expenses we recognized during the U.S. economy continuestwelve month period prior to operate as it has over the past few years or if it worsens, our financial results may not improve and may decline, resulting in our experiencing losses from our operations.

        On July 1, 2010, twoeach of our competitors, Pilot Travel Centers LLCacquisitions of travel centers previously operated by our franchisees for the properties acquired in 2011, 2012 and Flying J Inc., completed a merger, to create a company called Pilot Flying J. That merger combined the first2013, were $194, $3,705 and second largest competitors in our industry, based on estimated diesel fuel sales volume. As a result of this combination, we may see increased competitive pressure that could negatively impact our sales volumes and profitability and could increase our level of operating or selling, general and administrative expenses. In addition, most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only a few significant participants, including Comdata, the largest issuer of fuel cards, and Transportation Clearing House LLC, or TCH, a company affiliated with Pilot Flying J. In December 2010, we entered a new contract with Comdata that modestly increased our operating expenses and significantly increased our working capital requirements. We are unable to determine the extent of the effect that competition, or lack thereof, between Comdata and TCH in particular, may result in future increases in our transaction fee expenses or working capital requirements, or both.$1,417, respectively.

        On January 31, 2011, we2, 2013, the American Taxpayer Relief Act of 2012 became law. The law included the reinstatement, retroactive to January 1, 2012, of the "Blender's Credit for Biodiesel and HPT entered an Amendment Agreement that amended the HPT Leases and our rent deferral agreement with HPT. This agreement is further described under the headings "Business—Our Leases With HPT" above in Item 1 of this Annual Report, and "Liquidity and Capital Resources—Lease Amendments and Rent Deferral Agreement" and "Related Party Transactions" below.Renewable




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Diesel". This tax credit had previously expired on December 31, 2011, and, accordingly, we did not recognize any benefit directly related to these tax credits in our 2012 operating results, although, in the absence of the tax credits, market dynamics tend to adjust prices to compensate somewhat for the value of the lost tax credits. The reinstatement of this credit entitled us to receive in 2013 approximately $3,887 of refunds related to certain fuel purchases made during 2012. We recognized this amount, net of our estimate of uncollectible amounts, in our operating results for 2013. Under the new law, the credit expired on December 31, 2013, and we reflected any benefit from it in our operating results as we purchased qualifying fuel during 2013. Congress did not extend this tax credit before the end of 2013 or since; consequently, to date during 2014 we have not received rebates as a result of this tax credit for any fuel purchases we have made during 2014. We do not expect that this situation will have a significant effect on our 2014 fuel gross margin because of the expected market pricing dynamics that take the lack of the tax credit into account, but our fuel gross margin may be negatively affected to some extent.

        There can be no assurance that industry conditions will not deteriorate or that any one or more of the risks identified under the sections "Risk Factors," "Warning Concerning Forward Looking Statements" or elsewhere in our Annual Report; or some other unidentified risk will not manifest itself in a manner which is material and adverse to our results of operations, cash flow or financial position.

Summary of Travel Center Site Counts

        The changes in the number of our sites and in their method of operation (company operated, franchisee leased and operated or franchisee owned and operated) can be significant factors influencing the changes in our results of operations. The following table summarizes the changes in the composition of our business during the past twothree years:

		Company Operated Travel Centers(1)			Franchisee Operated Travel Centers			Franchisee Owned and Operated Travel Centers			Total Travel Centers(1)			Company Operated Convenience Stores(2)			Total Sites
Number of sites at December 31, 2010(3)			186			10			30			226			4			230
2011 Activity:
Acquired sites			6			—			(1	)		5			—			5
New franchised travel centers			—			—			4			4			—			4
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Number of sites at December 31, 2011(3)			192			10			33			235			4			239
2012 Activity:
Acquired sites			6			—			—			6			—			6
Acquisition of franchised travel centers			8			(4	)		(4	)		—			—			—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Number of sites at December 31, 2012(3)			206			6			29			241			4			245
2013 Activity:
Acquired sites			6			—			—			6			31			37
Acquisition of franchised travel centers			4			(1	)		(3	)		—			—			—
Conversion of convenience store to travel center			1			—			—			1			(1	)		—
Terminated franchised travel centers			—			—			(1	)		(1	)		—			(1	)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Number of sites at December 31, 2013			217			5			25			247			34			281
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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		Company Operated Sites(1)			Franchisee Operated Sites			Franchisee Owned and Operated Sites			Total Sites
Number of travel centers at December 31, 2009			188			10			35			233
2010 Activity:
New travel centers			—			—			—			—
Terminated franchised travel centers			—			—			(5	)		(5	)
Number of travel centers at December 31, 2010			188			10			30			228
2011 Activity:
Acquired travel centers			6			—			(1	)		5
New franchised travel centers			—			—			4			4
Number of travel centers at December 31, 2011			194			10			33			237

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⁽¹⁾

Includes at each period presented two travel centers we operate that are owned by a joint venture in which we own a minority interest.



⁽²⁾

Includes at each period presented two convenience stores we operate that are owned by a joint venture in which we own a minority interest.




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⁽³⁾

The number of sites presented as of December 31, 2010, 2011 and 2012, was revised in order to reflect as separate locations two convenience stores we operated as of each of these dates; we previously considered these convenience stores to be ancillary operations to our nearby travel centers and did not count separately.

In March 2012January 2014, we purchasedacquired an additional travel center.

center that we now operate. We currently intend to continue to selectively acquire additional travel centers and convenience stores and to otherwise expand our business.

Relevance of Fuel Revenues and Fuel Volumes

        Due to volatile pricingthe price volatility of fuel products and our pricing to fuel customers, we believe that fuel revenue is not a reliable metric for analyzing our results of operations from period to period. As a result solely of changes in fuel prices, our fuel revenue may materially increase or decrease, in both absolute amounts and on a percentage basis, without a comparable change in fuel sales volumes or in fuel gross margin per gallon. We consider fuel volumes and fuel gross margin to be better measures of comparative performance than fuel revenues. However, fuel pricing and revenues can impact our working capital requirements; see "Liquidity and Capital Resources" below.




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Results of Operations (dollars and gallons in thousands)

Year ended December 31, 20112013 compared to December 31, 20102012

        The following table presents changes in our operating results for the year ended December 31, 2011,2013, as compared with the year ended December 31, 2010.2012.

		Years Ended December 31,													Years Ended December 31,
											% Change													% Change
(dollars in thousands)		2011			2010(1)			Change							2013			2012			Change
Revenues:
Fuel		$	6,603,329		$	4,790,659		$	1,812,670			37.8	%		$	6,481,252		$	6,636,297		$	(155,045	)		(2.3	)%
Nonfuel			1,271,085			1,158,343			112,742			9.7	%			1,450,792			1,344,755			106,037			7.9	%
Rent and royalties from franchisees			14,443			13,479			964			7.2	%			12,687			14,672			(1,985	)		(13.5	)%
​														​		​	​		​	​		​	​		​	​
Total revenues			7,888,857			5,962,481			1,926,376			32.3	%			7,944,731			7,995,724			(50,993	)		(0.6	)%
Cost of goods sold (excluding depreciation)
Fuel			6,301,947			4,530,943			1,771,004			39.1	%			6,139,080			6,310,250			(171,170	)		(2.7	)%
Nonfuel			548,092			488,687			59,405			12.2	%			652,824			599,474			53,350			8.9	%
​														​		​	​		​	​		​	​		​	​
Total cost of goods sold (excluding depreciation)			6,850,039			5,019,630			1,830,409			36.5	%			6,791,904			6,909,724			(117,820	)		(1.7	)%
Operating expenses:
Site level operating expenses			677,958			625,979			51,979			8.3	%			755,942			698,522			57,420			8.2	%
Selling, general & administrative expense			89,196			80,562			8,634			10.7	%			107,447			95,547			11,900			12.5	%
Real estate rent			191,798			234,228			(42,430	)		-18.1	%			209,320			198,927			10,393			5.2	%
Depreciation and amortization expense			47,466			44,116			3,350			7.6	%			58,928			51,534			7,394			14.3	%
​														​		​	​		​	​		​	​		​	​
Total operating expenses			1,006,418			984,885			21,533			2.2	%			1,131,637			1,044,530			87,107			8.3	%
Income (loss) from operations			32,400			(42,034	)		74,434			N/M
Income from equity investees			1,169			757			412			54.4	%
​														​		​	​		​	​		​	​		​	​
Income from operations																21,190			41,470			(20,280	)		(48.9	)%
Acquisition costs			(446	)		—			(446	)		N/M				(2,523	)		(785	)		(1,738	)		221.4	%
Interest income			835			1,127			(292	)		-25.9	%			1,314			1,485			(171	)		(11.5	)%
Interest expense			(9,005	)		(25,653	)		16,648			-64.9	%			(17,650	)		(10,358	)		(7,292	)		70.4	%
Income (loss) before income taxes			24,953			(65,803	)		90,756			N/M
Provision for income taxes			1,379			887			492			55.5	%
​														​		​	​		​	​		​	​		​	​
Income before income taxes and income from equity investees																2,331			31,812			(29,481	)		(92.7	)%
Benefit (provision) for income taxes																26,618			(1,491	)		28,109			(1,885.2	)%
Income from equity investees																2,674			1,877			797			42.5	%
Net income (loss)		$	23,574		$	(66,690	)	$	90,264			N/M
​														​		​	​		​	​		​	​		​	​
Net income															$	31,623		$	32,198		$	(575	)		(1.8	)%
​														​		​	​		​	​		​	​		​	​
​														​		​	​		​	​		​	​		​	​

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⁽¹⁾

Certain amounts presented have been revised from those we previously reported for the year ended December 31, 2010. See Note 3 in Notes to Consolidated Financial Statements included in Item 15Table of this Annual Report for discussion of the revisions.

Contents

Same Site Results Comparisons

        As part of the discussion and analysis of our operating results we sometimes refer to increases and decreases in results on a same site basis. For purposes of these comparisons, we include a travel centerlocation in the following same site comparisons only if we (or a franchisee of ours for purposes only of the rent and royalty revenues results) continuously operated it from January 1, 2010,2012, through December 31, 2011.2013. We do not exclude travel centerslocations from the same site comparisons as a result of expansions in their size or changes in the services offered. We excluded from the same site comparisons the two travel centers and two convenience stores we operate for PTPa joint venture in which we own a 40% interest because we account for this investment using the equity method of accounting and, therefore, the related revenues and expenses are not included in the respective line items in our consolidated results of operations. Two

		Years Ended December 31,									% Change Favorable/ (Unfavorable)
(gallons and dollars in thousands)		2013			2012			Change
Number of company operated locations			191			191			—
Fuel:(1)
Fuel sales volume (gallons)			1,865,018			1,924,646			(59,628	)		(3.1	)%
Fuel revenues		$	5,945,639		$	6,270,663		$	(325,024	)		(5.2	)%
Fuel gross margin		$	321,075		$	319,840		$	1,235			0.4	%
Fuel gross margin per gallon		$	0.172		$	0.166		$	0.006			3.6	%
Nonfuel:(1)
Nonfuel revenues		$	1,353,534		$	1,318,581		$	34,953			2.7	%
Nonfuel gross margin		$	744,940		$	730,919		$	14,021			1.9	%
Nonfuel gross margin percentage			55.0	%		55.4	%					(40	)b.p.
Total gross margin(1)		$	1,066,015		$	1,050,759		$	15,256			1.5	%
Site level operating expenses(1)		$	701,204		$	679,237		$	21,967			(3.2	)%
Site level operating expenses as a percentage of nonfuel revenues(1)			51.8	%		51.5	%					(30	)b.p.
Site level gross margin in excess of site level operating expenses(1)		$	364,811		$	371,522		$	(6,711	)		(1.8	)%
Number of franchisee operated locations			30			30			—
Rent and royalty revenues		$	11,666		$	10,483		$	1,183			11.3	%

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⁽¹⁾

Includes fuel volume, gross margin, revenues and expenses of locations that were company operated travel centersduring the entirety of each of the periods presented.

        Revenues.    Revenues for 2013, were excluded$7,944,731, which represented a decrease from 2012, of $50,993, or 0.6%, primarily resulting from a decrease in fuel revenue partially offset by an increase in nonfuel revenue.




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from this same site comparison because they were temporarily closed during significant portions of the 2010 or 2011 periods as a result of flooding.

		Years Ended December 31,									% Change Favorable/ (Unfavorable)
(gallons and dollars in thousands)		2011			2010			Change
Number of company operated travel centers			184			184			—
Fuel:(1)
Sales volume (gallons)			1,951,359			1,951,480			(121	)		0.0	%
Revenues		$	6,182,799		$	4,600,897		$	1,581,902			34.4	%
Gross margin		$	293,049		$	258,342		$	34,707			13.4	%
Gross margin per gallon		$	0.150		$	0.132		$	0.018			13.6	%
Nonfuel:(1)
Revenues		$	1,249,354		$	1,153,044		$	96,310			8.4	%
Gross margin		$	711,155		$	666,410		$	44,745			6.7	%
Gross margin percentage			56.9	%		57.8	%					-90	b.p.
Total gross margin(1)		$	1,004,204		$	924,752		$	79,452			8.6	%
Site level operating expenses(1)(2)		$	659,812		$	620,929		$	38,883			6.3	%
Site level operating expenses as a percentage of nonfuel revenues(1)(2)			52.8	%		53.9	%					110	b.p.
Net site level gross margin in excess of site level operating expenses(1)(2)		$	344,392		$	303,823		$	40,569			13.4	%
Number of franchisee operated travel centers			39			39			—
Rent and royalty revenues		$	13,491		$	13,012		$	479			3.7	%

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⁽¹⁾

Includes fuel sales volume, revenues and expenses of company operated travel centers only.



⁽²⁾

Excludes real estate rent expense.

        Revenues.    Revenues for 2011, were $7,888,857, which represented an increase from 2010, of $1,926,376, or 32.3%, primarily related to an increase in fuel revenue.

        Fuel revenues were 83.7% of total revenues for 2011, compared to 80.3% for 2010.        Fuel revenues for 20112013, were $6,603,329, an increase$6,481,252, a decrease of $1,812,670,$155,045, or 37.8%2.3%, compared to 2010. This increase was principally the result of increases in fuel prices and also resulted from increased fuel sales volume.2012. The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

(gallons and dollars in thousands)		Gallons Sold			Fuel Revenues
Results for 2010			2,036,756		$	4,790,659
Increase due to petroleum products price changes			—			1,656,138
Decrease due to same site volume changes			(121	)		(3,102	)
Increase due to travel centers opened			26,734			84,511
Other changes, net			24,047			75,123
Net change from prior year period			50,660			1,812,670
Results for 2011			2,087,416		$	6,603,329

(gallons and dollars in thousands)		Gallons Sold			Fuel Revenues
Results for 2012			2,039,960		$	6,636,297
Decrease due to same site petroleum products price changes			—			(133,511	)
Decrease due to same site volume changes			(59,628	)		(191,513	)
Increase due to locations opened			104,433			328,941
Decrease in wholesale sales to nonfranchisees			(1,965	)		(9,144	)
Decrease in sales to franchisees on a wholesale basis			(47,871	)		(149,818	)
​	​	​	​	​	​	​	​
Net change from prior year period			(5,031	)		(155,045	)
​	​	​	​	​	​	​	​
Results for 2013			2,034,929		$	6,481,252
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​




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        The increasedecrease in fuel revenue resulted largely from declines in same site sales volume and fuel volume sold on a wholesale basis to franchisees and from lower market prices for fuel, partially offset by sales volume growth at sites we acquired during 2012 and 2013. On a same site basis, fuel sales volume for our company operated locations decreased by 59,628 gallons, or 3.1%, during 2013, compared to 2012. We believe that the effect of the new regulatory truck driver hours of services rules on miles driven and truck utilization, the trend of improved fuel efficiency of heavy truck engines and other fuel conservation efforts by trucking customers and our decision to avoid certain lower margin fuel sales contributed to decreased same site fuel sales volume despite the slight and slow improvement in the U.S. economy. In addition, as noted above under "Overview," competitive pressures from other industry participants also negatively affected our fuel sales volume was largely a resultduring 2013. The decreased level of sales volume to franchisees resulted from the sublease renewals we entered into with our franchisees in the second half of 2012 that eliminated the requirement that these subtenants purchase their diesel fuel from us and our acquisitions during 2012 and 2013 of the travel centersoperations of five of the 10 such subtenants we had at the start of 2012.

        Nonfuel revenues for 2013, were $1,450,792, an increase of $106,037, or 7.9%, compared to 2012. The majority of the change between periods resulted from an increase in revenues at those sites we acquired in 2011.during 2012 and 2013, but also reflected a same site nonfuel revenue increase. On a same site basis for our company operated sites, fuel sales volume for the year ended December 31, 2011, was largely unchanged as compared to the prior year. We believe that our same site fuel sales volume was negatively affected by the capital projects begun in 2011 to replace fuel dispensers and install diesel exhaust fluid dispensers, which required us to take certain diesel dispensers out of service during the year. These projects will continue throughout 2012.

        Nonfuel revenues were 16.1% of total revenues for 2011, compared to 19.4% for 2010. Nonfuel revenues for 2011 were $1,271,085, an increase of $112,742, or 9.7%, compared to the same period in 2010. The change between years primarily resulted from sales at our travel centers opened during the second quarter, an increase in unit sales on a same site basis and sales price increases. On a same site basis for our company operated travel centers, nonfuel revenues increased by $96,310,$34,953, or 8.4%2.7%, during 20112013, compared to 2010.2012. We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our marketing efforts.initiatives.

        Rent and royalty revenues for 20112013, were $14,443,$12,687, a decrease of $1,985, or 13.5%, compared to 2012. Rent and royalties decreased largely as a result of our acquisitions during 2012 and 2013 of 12 franchise travel centers that we now operate, including five that we had subleased to one franchisee. This decrease was partially offset by increased rents at six sites we subleased to franchisees that became effective during the second half of 2012. In October 2013, the sublease for one of these six sites was terminated and we began to operate that travel center.

        Cost of goods sold (excluding depreciation).    Cost of goods sold for 2013, was $6,791,904, a decrease of $117,820, or 1.7%, compared to 2012.

        Fuel cost of goods sold for 2013, of $6,139,080 decreased by $171,170, or 2.7%, compared to 2012. This decrease in fuel cost of goods sold primarily resulted from the decrease in same site fuel sales




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volumes, the lower level of market prices for fuel in 2013 and the decrease in fuel sold to franchisees on a wholesale basis partially offset by sales volume growth due to sites we acquired during 2012 and 2013. The fuel gross margin per gallon of $0.172 on a same site basis for 2013, was $0.006 per gallon higher than for 2012, primarily as a result of variations in market prices for fuel and our decision to forgo certain low margin sales. In addition, during 2013, we recognized $3,887 as a reduction of our fuel cost of goods sold as a result of refunds paid or due to us in relation to certain fuel purchases during 2012 as a result of the retroactive reinstatement of biodiesel tax credits. We also recognized, during the fourth quarter, a $1,097 charge to fuel cost of goods sold in connection with a claim related to invalid biodiesel renewable identification numbers we acquired and sold in 2010 and 2011; we may be able to recover all or a portion of this amount from our suppliers, but we have not recognized a benefit for such recovery in our 2013 results.

        Nonfuel cost of goods sold for 2013, was $652,824, an increase of $964,$53,350, or 7.2%8.9%, compared to 2010.2012. Nonfuel cost of goods sold increased primarily due to the nonfuel sales increases noted above, combined with increases in product unit costs. Nonfuel gross margin for 2013, was $797,968, compared to $745,281 during 2012. Nonfuel gross margin was 55.0% and 55.4% of nonfuel revenues during 2013 and 2012, respectively. The nonfuel gross margin percentage decreased largely as a result of a change in the mix of products and services sold, as well as increases in our cost of tires that we were not able to pass on completely to our customers.

        Site level operating expenses.    Site level operating expenses for 2013, were $755,942, an increase of $57,420, or 8.2%, compared to 2012. The increase in site level operating expenses was primarily due to the locations we acquired during 2011, 2012 and 2013, including $1,416 of start up expenses at these sites.

        On a same site basis for our company operated sites, site level operating expenses increased by $21,967, or 3.2%, for 2013, compared to 2012, primarily due to labor costs that increased as the level of nonfuel sales grew and increased utilities expenses and insurance costs, including property and general liability premiums and claims. Site level operating expenses as a percentage of nonfuel revenues on a same site basis for 2013, were 51.8%, compared to 51.5% in 2012. The increase in operating expenses as a percentage of nonfuel revenues on a same site basis was a result of increases in our utility costs, costs related to self insurance reserves for general liability claims and certain taxes other than income taxes.

        Selling, general and administrative expenses.    Selling, general and administrative expenses for 2013, were $107,447, compared to $95,547 during 2012, an increase of $11,900, or 12.5% that primarily resulted from the $10,000 loss we accrued in connection with the settlement of litigation. Our selling, general and administrative expenses also reflected an increase in personnel costs, including a $1,713 increase in share based compensation expense that resulted from our increased share price since 2012, and an increase in audit fees, partially offset by a decrease in legal expenses.

        Real estate rent expense.    Rent expense for 2013, was $209,320, an increase of $10,393, or 5.2%, compared to 2012 that is attributable to rent increases related to improvements acquired by HPT since January 1, 2012, and percentage rent recognized under the TA Lease based on increases in 2013 fuel and nonfuel revenues over the base amount.

        Depreciation and amortization expense.    Depreciation and amortization expense for 2013, was $58,928, an increase of $7,394, or 14.3%, compared to 2012, that primarily resulted from the acquisitions and other capital investments we completed (and did not subsequently sell to HPT) during 2012 and 2013. The increase over 2012 also reflects charges during the 2013 fourth quarter of $1,690 related to asset impairments and write offs.

        Acquisition costs.    Acquisition costs represent costs incurred for the legal, due diligence and related activities associated with our consideration and completion of possible and actual acquisitions,




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including for closed, pending and abandoned acquisitions. Total acquisition costs for the year ended December 31, 2013, were $2,523, an increase of $1,738, or 221.4%, compared to 2012 that primarily resulted from the increased level of due diligence activity in 2013 in connection with the acquisition of a company operating 31 convenience stores and the evaluation of a chain of travel centers and convenience stores that we ultimately determined not to pursue.

        Interest expense.    Interest expense for 2013, was $17,650, an increase of $7,292 compared to 2012. The increase was primarily due to the issuance of our Senior Notes in January 2013 and consisted of the following:

		Year Ended December 31,
(dollars in thousands)		2013			2012			Change
Interest related to our Senior Notes and Credit Facility		$	10,537		$	2,096		$	8,441
HPT rent classified as interest			7,400			7,330			70
Amortization of deferred financing costs			667			352			315
Capitalized interest			(1,033	)		—			(1,033	)
Other			79			580			(501	)
​	​	​	​	​	​	​	​	​	​	​
Total interest expense		$	17,650		$	10,358		$	7,292
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        We capitalize the portion of our interest expense that is attributable under GAAP to our more significant construction projects over the duration of the respective construction periods. Capitalized interest is amortized to depreciation and amortization expense over the estimated useful life of the corresponding asset.

        Income tax provision (benefit).    Our benefit for income taxes for the year ended December 31, 2013, was $26,618, primarily as a result of the $29,853 beneficial effect from the reversal of the valuation allowance we historically had maintained with respect to certain of our deferred tax assets.




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Year ended December 31, 2012 compared to December 31, 2011

        The following table presents changes in our operating results for the year ended December 31, 2012, as compared with the year ended December 31, 2011.

		Years Ended December 31,
											% Change
(dollars in thousands)		2012			2011			Change
Revenues:
Fuel		$	6,636,297		$	6,603,329		$	32,968			0.5	%
Nonfuel			1,344,755			1,271,085			73,670			5.8	%
Rent and royalties from franchisees			14,672			14,443			229			1.6	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total revenues			7,995,724			7,888,857			106,867			1.4	%
Cost of goods sold (excluding depreciation)
Fuel			6,310,250			6,301,947			8,303			0.1	%
Nonfuel			599,474			548,092			51,382			9.4	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total cost of goods sold (excluding depreciation)			6,909,724			6,850,039			59,685			0.9	%
Operating expenses:
Site level operating expenses			698,522			677,958			20,564			3.0	%
Selling, general & administrative expense			95,547			89,196			6,351			7.1	%
Real estate rent			198,927			191,798			7,129			3.7	%
Depreciation and amortization expense			51,534			47,466			4,068			8.6	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total operating expenses			1,044,530			1,006,418			38,112			3.8	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income from operations			41,470			32,400			9,070			28.0	%
Acquisition costs			(785	)		(446	)		(339	)		76.0	%
Interest income			1,485			835			650			77.8	%
Interest expense			(10,358	)		(9,005	)		(1,353	)		15.0	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income before income taxes and income from equity investees			31,812			23,784			8,028			33.8	%
(Provision) for income taxes			(1,491	)		(1,379	)		(112	)		8.1	%
Income from equity investees			1,877			1,169			708			60.6	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income		$	32,198		$	23,574		$	8,624			36.6	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​
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Same Site Results Comparisons

        As part of the discussion and analysis of our operating results we sometimes refer to increases and decreases in results on a same site basis. For purposes of these comparisons, we include a location in the following same site comparisons only if we (or a franchisee of ours for purposes only of the rent and royalty revenues results) continuously operated it from January 1, 2011, through December 31, 2012. We do not exclude locations from the same site comparisons as a result of expansions in their size or changes in the services offered. We excluded from the same site comparisons the two travel centers and two convenience stores we operate for a joint venture in which we own a 40% interest because we account for this investment using the equity method of accounting and, therefore, the related revenues and expenses are not included in the respective line items in our consolidated results




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of operations. Two company operated travel centers were excluded from this same site comparison because they were temporarily closed during significant portions of 2011 as a result of flooding.

		Years Ended December 31,									% Change Favorable/ (Unfavorable)
(gallons and dollars in thousands)		2012			2011			Change
Number of company operated locations			184			184			—
Fuel:(1)
Fuel sales volume (gallons)			1,868,867			1,951,359			(82,492	)		(4.2	)%
Fuel revenues		$	6,089,938		$	6,182,799		$	(92,861	)		(1.5	)%
Fuel gross margin		$	311,404		$	292,987		$	18,417			6.3	%
Fuel gross margin per gallon		$	0.167		$	0.150		$	0.017			11.3	%
Nonfuel:(1)
Nonfuel revenues		$	1,288,936		$	1,249,467		$	39,469			3.2	%
Nonfuel gross margin		$	714,918		$	710,807		$	4,111			0.6	%
Nonfuel gross margin percentage			55.5	%		56.9	%					(140	)b.p.
Total gross margin(1)		$	1,026,322		$	1,003,794		$	22,528			2.2	%
Site level operating expenses(1)		$	660,663		$	658,559		$	2,104			(0.3	)%
Site level operating expenses as a percentage of nonfuel revenues(1)			51.3	%		52.7	%					140	b.p.
Site level gross margin in excess of site level operating expenses(1)		$	365,659		$	345,235		$	20,424			5.9	%
Number of franchisee operated locations			31			31			—
Rent and royalty revenues		$	11,062		$	10,025		$	1,037			10.3	%

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⁽¹⁾

Includes fuel volume, gross margin, revenues and expenses of locations that were company operated during the entirety of each of the periods presented.

        Revenues.    Revenues for 2012, were $7,995,724, which represented an increase from 2011, of $106,867, or 1.4%, primarily related to an increase in nonfuel revenue.

        Fuel revenues for 2012, were $6,636,297, an increase of $32,968, or 0.5%, compared to 2011. This increase was principally the result of increases in fuel prices and fuel sales at travel centers we acquired during 2011 and 2012. These increases were partially offset by decreases in same site fuel sales volume and also offset by decreases in gallons sold to franchisees. The decreased level of sales volume to franchisees resulted from the sublease renewals entered in the second half of 2012, which increased our rent revenue but eliminated the requirement that these subtenants purchase diesel fuel from us. The table below shows the changes in fuel revenues between periods that resulted from price and volume changes:

(gallons and dollars in thousands)		Gallons Sold			Fuel Revenues
Results for 2011			2,087,416		$	6,603,329
Increase due to petroleum products price changes			—			189,335
Decrease due to same site volume changes			(82,492	)		(269,694	)
Increase due to locations opened			54,559			177,480
Decrease in sales to franchisees			(19,464	)		(63,808	)
Other changes, net			(59	)		(345	)
​	​	​	​	​	​	​	​
Net change from prior year period			(47,456	)		32,968
​	​	​	​	​	​	​	​
Results for 2012			2,039,960		$	6,636,297
​	​	​	​	​	​	​	​
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        On a same site basis, fuel sales volume for our company operated locations decreased by 82,492 gallons, or 4.2%, during 2012, compared to 2011. We believe that improved fuel efficiency of heavy truck engines and other fuel conservation efforts by trucking customers, capital projects that required us to take certain diesel dispensers temporarily out of service during the year, and our decision to avoid certain lower margin fuel sales contributed to decreased same site fuel sales volume despite the slight and slow improvement in the U.S. economy generally and the trucking industry specifically.

        Nonfuel revenues for 2012, were $1,344,755, an increase of $73,670, or 5.8%, compared to 2011. The majority of the change between years related to those sites we operated continuously since January 1, 2011. On a same site basis for our company operated sites, nonfuel revenues increased by $39,469, or 3.2%, during 2012, compared to 2011. We believe the same site nonfuel revenue increase reflects increased customer spending due to increased customer traffic, certain price increases we have instituted as a result of increased prices we paid for nonfuel inventory purchases and the effects of certain of our capital investments and marketing initiatives. The increase in nonfuel revenues was also the result of sales at the travel centers we acquired or opened during 2011 and 2012.

        Rent and royalty revenues for 2012, were $14,672, an increase of $229, or 1.6%, compared to the same period in 2011. Rent and royalties increased as a result of increased nonfuel revenues at our franchisee locations, increases in rents at the ten franchisee operated locations we sublease to franchisees and the addition of four franchisee locations since the beginning of 2011 and increased rents at six sites currently subleased to franchisees that became effective during 2011.the second half of 2012. These increases were partially offset by our acquisitions during 2011 and 2012 of five franchisee locations and the effectsoperations of the terminationbusinesses of one franchisee travel center in December 2010 (which travel center we subsequently acquired in June 2011 and we now operate) and our acquisition in May 2011 of one franchise travel centerfranchisees at four locations that we now operate.had been subleased from us.

        Cost of goods sold (excluding depreciation).    Cost of goods sold for 20112012, was $6,850,039,$6,909,724, an increase of $1,830,409,$59,685, or 36.5%0.9%, compared to 2010.2011. Fuel cost of goods sold for 20112012 was $6,310,250, an increase of $6,301,947 increased by $1,771,004,$8,303, or 39.1%0.1%, compared to 2010.2011. This increase in fuel cost of goods sold primarily resulted from the increasesincrease in fuel prices andthat was partially offset by the decrease in fuel sales volumes. The fuel gross margin per gallon of $0.150 per gallon$0.167 on a same site basis for 2011 was $0.0182012 increased $0.017 per gallon, higher than for 2010 primarily as a result of variations in market prices for fuel and our decisionsdecision to forgoavoid certain lowlower margin sales.

        Nonfuel cost of goods sold for 2011,2012, was $548,092,$599,474, an increase of $59,405,$51,382, or 12.2%9.4%, compared to the same period in 2010.2011. Nonfuel cost of goods sold increased due to the nonfuel sales increases discussednoted above, combined with increases in product unit costs we incurred.costs. Nonfuel gross margin for 20112012, was $722,993,$745,281, compared to $669,656$722,993 during 2010.2011. Nonfuel gross margin for 2011 on a same site basis was 55.4% and 56.9% of nonfuel revenues compared to 57.8% during 2010.2012 and 2011, respectively. The decline in the nonfuel gross margin percentage between periodsdecreased primarily resulted fromas a result of a shift in our decisionsmix of products and services sold, margin compression in late 2010our truck service sales largely due to increased tire prices and early 2011increased price competition, a decision to lower our retail prices for certaintobacco products in order to encourage higher sales volumes of store products. The decline in nonfuel gross margin percentage was also due to the fixed margin per unit we receive for certain products, with increasing retail prices and some delays in passing on to our customers a portion ofreflecting certain product cost increases we incurred.in our retail sales pricing.

        Site level operating expenses.    Site level operating expenses for 20112012, were $677,958,$698,522, an increase of $51,979,$20,564, or 8.3%3.0%, compared to 2010. For 2011, site level operating expenses as a percentage of nonfuel sales improved to 53.3% from 54.0% during 2010.2011. The increase in site level operating expenses primarily was largely attributabledue to the additional travel centers in operationlocations and businesses we acquired or opened during 2011 asand 2012, including site conversion or startup costs of $1,623 in 2012 and $411 in 2011, and also resulted from adjustments to reserves for certain environmental and litigation matters of $2,525 in 2012 compared to 2010. The remaining increase$1,622 in site level operating expenses was primarily attributable to increased labor costs we incurred at same site travel centers, which principally increased to support the increases in our nonfuel sales levels. During 2011, we also experienced increases in maintenance and utilities expenses and in other expenses that primarily resulted from the increased level of sales activity and an increase in accruals for certain litigation matters. Further, we experienced an increase of $8,646 in transaction fees primarily as a result of the significant increase in per gallon fuel prices as compared to the prior2011.




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year and an increase in the transaction fee rates charged by Comdata that became effective during the first quarter of 2011 for fuel purchases made by our customers with Comdata's fuel payment cards.

        On a same site basis for our company operated sites, site level operating expenses for our company operated travel centers increased by $38,883,$2,104, or 6.3%0.3%, for 20112012, compared to 2010 and site2011, primarily due to increased labor costs resulting from the increased level of nonfuel sales. Site level operating expenses as a percentage of nonfuel revenues for 20112012, were 52.8%51.3%, compared to 53.9%52.7% for 2010.2011 on a same site basis. The decrease in site level operating expenses as a percentage of nonfuel revenues primarily was because certain of our expenses are fixed, in nature, or otherwise do not vary directly with sales so that increases in our revenues did not result in corresponding increases in those site level operating expenses.




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        Selling, general and administrative expenses.    Selling, general and administrative expenses for 20112012, were $89,196,$95,547, an increase of $8,634,$6,351, or 10.7%7.1%, compared to 2010.2011. This increase primarily resulted from increases in legal expenses and personnel costs. The increased personnel costs including recognition of share based compensation expense thatresulted in part from increased based on a higher share price onheadcount in regional operations management due to the date of grant of restricted shares than in the previous year as well as a largerincreased number of share grants vestingcompany operated locations during 2011 than during 2010, advertising expenses increases and an increase in the fees paid to RMR under the business management and shared services agreement as a result of increases in our fuel gross margin and nonfuel revenues.2012.

        Real estate rent expense.    Rent expense for 20112012 was $191,798, a decrease$198,927, an increase of $42,430$7,129, or 3.7%, compared to 2010. This decrease2011 that primarily resulted from the lowerincreases in rent we are requiredas a result of improvements sold to pay due toHPT during 2011 and 2012 and percentage rent recognized under the amendment to our HPT Leases enteredTA Lease based on increases in January2012 fuel and nonfuel revenues over the 2011 as further described aboveamounts at the sites leased under "Business—Our Leases With HPT" in Item 1 of this Annual Report and below under "Liquidity and Capital Resources—Lease Amendments and Rent Deferral Agreement."the TA Lease.

        Depreciation and amortization expense.    Depreciation and amortization expense for 20112012, was $47,446,$51,534, an increase of $3,350,$4,068, or 7.6%8.6%, compared to the same period in 20102011, that primarily resulted from our sitean increase in depreciable assets due in large part to the acquisitions we completed during 2011 and other property and equipment additions in 2011.2012.

        Interest income and expense.    The decline in interest expense was primarily related to the amendment to our HPT Leases and rent deferral agreement we entered with HPT effective January 1, 2011, which ceased the accrual of interest on the deferred rent amounts we owe to HPT. Interest income and expense consisted of the following:

		Year Ended December 31,
(dollars in thousands)		2011			2010			Change
Accretion of leasehold improvements receivable		$	—		$	248		$	(248	)
Other interest income			835			879			(44	)
Total interest income		$	835		$	1,127		$	(292	)
Rent expense classified as interest		$	7,390		$	9,900		$	(2,510	)
Interest on deferred rent obligation to HPT			—			14,100			(14,100	)
Amortization of deferred financing costs			403			285			118
Other interest expense			1,212			1,368			(156	)
Total interest expense		$	9,005		$	25,653		$	(16,648	)

		Year Ended December 31,
(dollars in thousands)		2012			2011			Change
Interest related to Credit Facility		$	2,096		$	1,036		$	1,060
HPT rent classified as interest			7,330			7,390			(60	)
Amortization of deferred financing costs			352			403			(51	)
Other			580			176			404
​	​	​	​	​	​	​	​	​	​	​
Total interest expense		$	10,358		$	9,005		$	1,353
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

        Income tax provision.    We doOur provision for income taxes was $1,491 and $1,379 for 2012 and 2011, respectively. During 2012 and 2011, we did not currently recognize the benefit of all of our deferred tax assets, including the tax benefit associated with our tax loss carry forwards from prior years, but our tax loss carry forwards are available toand credit carryforwards did offset any federal taxand certain state income taxes associated with our current taxable income. Our income tax provision of $1,379 in 2011 and $887 in 2010 represents certain state minimum income based state taxes payable without regard to our tax loss carry forwardscarryforwards as well as the recognition of deferred




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tax liabilities that cannot be used to reduce existing deferred tax assets related to the tax amortization of indefinite lived intangible assets that cannot be usedand to reduce existing deferred tax assets.foreign currency translation adjustments.

Critical Accounting Policies

        The preparation of our financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The critical accounting policies we employ in the preparation of our consolidated financial statements are those which involve allowances for doubtful accounts receivable, reserves for excess and obsolete inventories, asset impairments, loyalty program reserves, reserves for self insurance, environmental liabilities and recoveries, legal contingencies, income tax accounting and accounting for leases.

        We maintain our allowances for doubtful accounts receivable based on historical payment patterns, aging of accounts receivable, periodic review of customers' financial condition, and actual write off history. If the financial conditions of customers deteriorate, resulting in impairments of their ability to make payments, additional allowances may be required.

        We maintain reserves for the estimated amounts of obsolete and excess inventories. These estimates are based on unit sales histories and on hand inventory quantities, known market trends for inventory items and assumptions regarding factors such as future inventory needs, our ability and the related cost to return items to our suppliers and our ability to sell inventory at a discount when




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necessary. To the extent an estimate is inaccurate, our assets, expenses and net income may be understated or overstated.

Our accounting policies require recording impairment losses on long lived assets to reduce the carrying value of certain assets to their fair value. For purposes of our impairment analysis of property and equipment, we perform the test at the individual travel centersite level, since this is the lowest grouping of assets and liabilities at which the related cash flows are largely independent of other assets and liabilities. The need to recognize impairment losses may occur under our policies in two types of circumstances. WhenFirst, when assets are used in operations and events and circumstances indicate that the assets might be impaired, we record impairments whenever the carrying values of those assets exceed the estimated fair values of those assets which we typically determine based on the carrying value of those assets exceeding the discounted cash flows estimated to be generated by those assets at the specific travel center. Whenlocation. Second, when assets are to be disposed of and their carrying values exceed the estimated fair value of the asset less the estimated cost to sell the asset, we record an impairment charge. Our estimates of fair value are based on estimatedour estimates of likely market participant assumptions. Key assumptions include our current expectations for projected fuel sales volumes, nonfuel revenues, fuel and nonfuel gross margin,margins, site level operating expenses and rent expense. If the business climate deteriorates, our actual results may not be consistent with these assumptions and estimates. The discount rate, which is used to measure the present value of the projected future cash flows, is set using a weighted average cost of capital method that considers market and industry data as well as our specific risk factors and that is likely to be used by a market participant. The weighted-average cost of capital is our estimate of the overall after tax rate of return required by equity and debt holders of a business enterprise. We also annually assess intangible assets with indefinite lives for impairment. We use a number of assumptions and methods in preparing of valuations underlying impairment tests, including estimates of future cash flows and discount rates. During 2013, our assumptions resulted in total impairment charges of $659 related to three travel centers. Applying significantly different assumptions or valuation methods could result in different results from these impairment tests. See below Item 9A, "ControlsFor example, assuming a 10% decline in projected fuel sales volume and Procedures—Management Report on Assessmenta three cents per gallon decline in projected fuel gross margins per gallon would result in an additional $3,996 of Internal Control over Financial Reporting" for a discussion of certain changes we are making in the way we assess impairment applicablecharges related to long lived assets.an additional five travel centers.

        We have reserves for customer loyalty programs we offer to customers, similar to frequent shopper programs offered by other retailers. Drivers enrolled in these programs earn points for certain fuel and nonfuel purchases that can be redeemed for discounts on future nonfuel products and services at our travel centers. In determining these reserves, we must estimate future expected point expirations. These estimates are based on historical point expiration patterns, adjusted for expected future changes. To the extent an estimate is inaccurate, our liabilities, expenses and net income may be understated or overstated.

        We are exposed to losses under insurance programs for which we pay deductibles and for which we are partially self insured with respectup to certain stop loss amounts, including claims under our general liability, workers' compensation, motor vehicle and group health benefits claims up to certain stop loss amounts. Provisionspolicies and programs. Accruals are established under these




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partial self insurance programs for both estimated losses on known claims and potential claims incurred but not asserted, based on claims histories and using actuarial methods. The most significant risk of this methodology is its dependence on claims histories, which are not always indicative of future claims. To the extent an estimate is inaccurate, our liabilities, expenses and net income may be understated or overstated.

        We establish or adjust environmental contingency reserves when the responsibility to remediate becomes probable and the amount of associated costs is reasonably determinable. We also have a receivable for expected recoveries of certain of these estimated future environmental expenditures and cash in an escrow account to fund certain of these estimated future expenditures, resulting in an estimated net amount to be funded by us in the future. The process of determining both our estimated future costs of remediation and our estimated future recoveries of costs from insurers or others involves a high degree of management judgment based on past experiences and current and




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expected regulatory and insurance market conditions. To the extent an estimate is inaccurate, our liabilities, expenses and net income may be understated or overstated.

        We record legal contingency reserves when our liability becomes probable and when we can reasonably estimate the amount of our contingent loss. The process of estimating our liability for legal matters involves a high degree of management judgment, which is based on facts and circumstances specific to each matter and our prior experiences with similar matters that may not be indicative of future results. To the extent an estimate is inaccurate, our liabilities, expenses and net income may be understated or overstated.

        As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for financial statement and tax reporting purposes. These timing differences result in deferred tax assets and liabilities, which are recorded in our consolidated balance sheet.sheets. We are required to record a valuation allowance to reduce deferred tax assets if we are not able to conclude that it is more likely than not these assets will be realized. In measuring our deferred tax assets, we consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for all or a portion of the deferred tax assets. Judgment is required in considering the relative impact of negative and positive evidence. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. At year end 2013, we concluded that our profitability over the past three years and our current expectations regarding future income creates sufficient positive evidence such that it is more likely than not the previously unrecognized benefit of certain of our deferred tax assets will be realized. As a result, we reversed the valuation allowance against the majority of our deferred tax assets and we recorded the resulting income tax benefit of $29,853 in the consolidated statement of income and comprehensive income for the year ended December 31, 2013. We continue to maintain a valuation allowance against the deferred tax assets related to certain net operating loss and tax credit carryforwards in certain state and foreign jurisdictions. Our conclusions were based on estimates of future profitability based largely on the profits we have generated over the past three years but these conclusions still could prove to be inaccurate. To the extent our estimates and assumptions prove inaccurate we may need to recognize additional amounts of valuation allowance, which would increase our income tax expense and reduce our net income in future periods.

        Also with respect to income tax accounting, we are required to account for uncertain tax positions we take in our income tax returns. The two step process of recognition and measurement required with respect to uncertain tax positions can require a great deal of management judgment regarding the probability that a tax position, based solely on its technical merits, will be sustained upon examination by the taxing authority, and the measurement of the amount of benefit that is more likely than not to be realized upon ultimate resolution. Many assumptions and estimates may be taken into account in the determination of whether a tax position will be recognized in the financial statements and, if the tax position is to be recognized, the amount of benefit to be recognized. These assumptions and estimates are subject to change due to many factors. To the extent our estimates and assumptions prove inaccurate we may need to adjust the amounts recognized in our financial statements, which could increase or decrease our assets, liabilities, income tax expense, and net income in future periods.

        With respect to accounting for leases, each time we enter a new lease or materially modify an existing lease we evaluate its classification as either a capital lease or an operating lease. The classification of a lease as capital or operating affects whether and how the transaction is reflected in our balance sheet, as well as our recognition of rental payments as rent or interest expense. These evaluations require us to make estimates of, among other things, the remaining useful life and residual value of leased properties, appropriate discount rates and future cash flows.flows that may be realized from the leased properties. Incorrect assumptions or estimates may result in misclassification of our leases. These




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Other aspects of our lease accounting policies relate to the accounting for sale-leaseback transactions, including the appropriate amortization of related deferred liabilities and any deferred gains or losses, and the accounting for lease incentives. Our lease accounting policies involve significant judgments based upon our experience, including judgments about current valuations, estimated useful lives, and salvage or residual values. In the future we may need to revise our assessments to incorporate information which is not known at the time of our previous assessments, and such revisions could increase or decrease our depreciation expense related to properties that we lease, result in the classification of some of our leases as other than operating leases or decrease the carrying values of some of our assets.

        Any or all of these policies, applied in the future with the benefit of additional facts or better estimates which were not known or available at the time the various required evaluations were made, could result in revisions to estimated liabilities, adjustments to reduce assets to their fair value or recognition of expenses.




Table of Contentsexpenses that may be material. However, other than as disclosed in the preceding paragraphs, we do not believe our estimates are reasonably likely to change materially in the near term.

Liquidity and Capital Resources

        Our principal liquidity requirements are to meet our operating and financing expenses including rent, and to fund our capital expenditures, acquisitions and working capital requirements. Our principal sources of liquidity to meet these requirements are:

•

our cash balance;



•

our operating cash flow;



•

our credit facility;



•

our ability to offer to sell to HPT, for an increase in our rent, tenant improvements we make to the sites we lease from HPT, as further described below under "Related Party Transactions"; and



•

our ability to issue new debt and equity securities. We have an effective shelf registration statement that allows us to issue securities in public offerings on an expedited basis, but it does not assure that there will be buyers for such securities.

Additionally, the unencumbered operating real estate and developablevacant land that we own may be financed or sold as a source of additional liquidity over time.

        We believe that the primary risks we currently face with respect to our operating cash flow are:

•

the current depresseddecreased demand for our fuel products resulting from regulatory and services as compared to the time prior to when the U.S. economy began to enter into recession in 2007;market efforts for fuel conservation and engine fuel efficiency;



•

decreased demand for our products and services we may experience as a result of competition, particularly competition from the recently combinedother two large companies in our industry, Pilot Flying J;J and Love's;



•

the potential negative impacts of the volatility and high level of prices for petroleum products on our gross margins and working capital requirements;



•

the inability of acquired properties to generate the stabilized financial results we expected when we acquired those properties;



•

the potential negative impacts of inflation on our nonfuel cost of goods sold, on our nonfuel gross margins and working capital requirements; and



•

the present difficult economic conditions in the U.S. and the trucking industry.industry and the risk of a renewed economic slowdown or recession.

        A reduction in our revenue without an offsetting reduction in our operating expenses may cause us to use our cash at a rate that we cannot sustain for extended periods. Further, certain of our expenses




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are fixed in nature, which may restrict our ability to realize a reduction in our operating expenses to offset a reduction in our revenues. Also, most of our trucking customers transact business with us by use of fuel cards, which are issued by third party fuel card companies. The fuel card industry has only a few significant participants, including Comdata, the largest issuer of third party fuel cards to trucking companies, and TCH, a company affiliated with Pilot Flying J, the largest retailer of diesel fuel. Fuel card companies facilitate aggregation of payments to us, often faster than we might be able to achieve if we collected directly from our customers, and charge us fees for these services. Competition, or lack thereof, between Comdata and TCH in particular, may result in future increases in our transaction fee expenses or working capital requirements, or both. Effective January 2011, we entered a new contract with Comdata that increased our operating expenses and our working capital requirements in 2011, as compared to 2010. In addition, the increases in the prices of fuel and nonfuel goods experienced during 2011 materially increased our required investments in working capital to carry our inventory and receivables. Additional increases in the prices we must pay to obtain fuel, or decreases in the amount of time we have to pay our trade creditors, or an increase in securitycash deposits required by our suppliers forto secure our fuel and nonfuel purchases on credit lines, may increase our working capital funding requirements materially. Also, because of the recent and current economic, industry and global credit market conditions and our historical operating losses, credit may be expensive and difficult for us to obtain.




Table        At December 31, 2013 and 2012, we had cash and cash equivalents of Contents$85,657 and $35,189, respectively. During the year ended December 31, 2013, we had net cash inflows from operating activities of $71,513, cash outflows from investing activities of $196,039, and cash inflows from financing activities of $175,027. During 2013, our cash balance increased primarily as a result of the $110,000 proceeds we received from the issuance of our Senior Notes, the $65,102 net proceeds of our issuance and sale of 7,475,000 common shares, our operating profit and the $83,912 of proceeds from our sales to HPT of improvements to the properties leased from HPT; $6,319 of these proceeds related to improvements at the sites that did not qualify for operating lease treatment under the sale-leaseback accounting guidance and are therefore classified as cash from financing activities. These sources of cash were partially offset by investments of $109,978 for the acquisition of 41 properties, and our other capital investments of $164,242.

        During the year ended December 31, 2012, we had net cash inflows from operating activities of $83,072, cash outflows from investing activities of $172,474, and cash inflows from financing activities of $6,322. During 2012, our cash balance decreased primarily as a result of investing $52,070 for 14 travel center business acquisitions, our other capital investments of $188,694 and an increase in our working capital investment. These uses of cash were partially offset by our operating profit and the $76,754 of proceeds from our sales to HPT of improvements to the properties leased from HPT; $8,598 of these proceeds related to improvements at the sites that did not qualify for operating lease treatment under the sale-leaseback accounting guidance and are therefore classified as cash from financing activities.

        During the year ended December 31, 2011, we had net cash inflows from operating activities of $30,141, cash outflows from investing activities of $86,798, and cash inflows from financing activities of $49,547. The netDuring 2011, our cash provided by operating activities was largely attributable to our profitability during 2011, which was aided by the amendments to the HPT Leases and our deferral agreement with HPT effective January 1, 2011,balance decreased primarily as further described below in "Lease Amendments and Rent Deferral Agreement." The net cash used in investing activities was primarily thea result of investing $37,820 for the acquisitions ofour travel center locations and $118,247 for capital improvements at these andacquisitions, our other travel centers,capital investments and an increase in our working capital investment. These decreases were partially offset by the $53,135 of net proceeds from our common share offering, $69,122 of proceeds from the salesour sale to HPT of improvements we made to sitesthe properties leased from HPT and net of cash we acquired at the travel centers we acquired. The net cash provided by financing activities was primarily the result of the net proceeds of $53,135 from our May 2011 issuance of 10,000,000 common shares in a public offering. During 2011 our cash and cash equivalents balance decreased by $7,141 to $118,255.from operations.

        Our business requires substantial amounts of working capital, including cash liquidity, and our working capital requirements are especially large because of the level and volatility of fuel prices which has existed in the past fourseveral years and which we expect will continue. Further, our growth strategy of selectively acquiring additional properties and businesses requires us to expend substantial additional capital. Although we had a cash balance of $118,255$85,657 on December 31, 2011,2013, and generated net income and net cash from operating activities in 2011 and obtained the lease and deferral agreement amendments described below,2013, there can be no assurances that the activities completed in 2011 and the modifications of the amendment to the leases and rent deferral agreement with HPTwe will be sufficient to allow us to generate future profits or positive cash flows.flows or that we will be able to obtain additional financing to fund and grow our business.

        On March 17, 2014, we filed a Form 12b-25 with the SEC indicating that we were unable to file this Annual Report within the time period prescribed by the Exchange Act due to unanticipated delays encountered in connection with our accounting for income taxes as well as general delays encountered in connection with the completion of our accounting processes and procedures. On May 13, 2014, we filed a second Form 12b-25 indicating that as a result of the delay in completing this Annual Report, we were also unable to file our First Quarter 10-Q within the time period prescribed by the Exchange Act. Our failure to timely file this Annual Report, our consequent inability to use our shelf registration statement on Form S-3 and material weaknesses in our internal control over financial reporting as




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discussed further in Item 9A—"Controls and Procedures" may negatively impact our ability to issue new debt and equity securities and thus adversely impact our liquidity. Furthermore, the late filing of our First Quarter 10-Q could lead to breaches of our revolving credit facility or our indenture governing our Senior Notes, which could give rise to adverse consequences including giving our lenders or holders of the Senior Notes the right to exercise remedies, such as demanding immediate repayment of amounts owed and restricting our ability to borrow. If we are unable to borrow under our credit facility, we may be unable to meet our business obligations or to grow our business.

Assets and Liabilities

        At December 31, 2011 and 2010, we had cash and cash equivalents of $118,255 and $125,396, respectively.        Our total current assets at December 31, 2011,2013, were $484,250,$470,394, compared to $407,426$404,926 at December 31, 2010.2012. Our total current liabilities were $287,748$303,613 at December 31, 2011,2013, compared to $239,055$283,127 at December 31, 2010. During 2011, our cash balance decreased primarily as a result of our travel center acquisitions, our other capital investments2012. Inventory and an increase in our working capital investment. These decreases were partially offset by the $53,135 of net proceeds from our common share offering, $69,122 of proceeds from our sale to HPT of improvements to the properties leased from HPT and our operating profit. Inventoryaccounts payable at December 31, 2011, was $28,4572013, were $8,195 and $6,040 higher than at December 31, 2010,2012, respectively, principally due to increases in fuel prices, nonfuel wholesale purchase prices and the amounts of inventories required by our additional travel centers and our increased sales levels. Both accountslocations. Accounts receivable and accounts payable also increaseddecreased principally as a result of higherreduced fuel sales volumes in December 2013, as compared to December 2012; fuel sales prices and sales levels. In addition,in December 2013 were at about the net increasesame level as in accounts receivable over the increase in accounts payable and other current liabilities primarily resulted from an increase in the number of days of receivables outstanding under our new agreement with Comdata; in January 2011, we entered a new contract with Comdata that for 2011 had the effect of increasing our December 31, 2011, accounts receivable balance by approximately $30,000 from December 31, 2010.2012.

Description of OurRevolving Credit Facility

        In October 2011, we entered into an amended and restated loan and security agreement, or our credit facility, with a group of commercial banks. The credit facility amended and restated our preexisting credit facility. Under thethis credit facility, a maximum of $200,000 may be drawn, repaid and redrawn until maturity in October 2016. The availability of this maximum amount is subject to limits based on qualified collateral. Subject to available collateral and lender participation, the maximum amount may be increased to $300,000. The credit facility may be used for general business purposes and provides for the issuance of letters of credit. Generally, no principal payments are due until maturity. Borrowings under the credit facility bear interest at a rate based on, at our option, LIBOR or a base rate, plus a spreadpremium (which spreadpremium is subject to adjustment based upon facility availability,




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utilization and other matters). The annual interest rate for our credit facility was 4.5% as of December 31, 2013. Pursuant to the credit facility, we pay a monthly unused line fee which is subject to adjustment according to the average daily principal amount of unused commitment under the credit facility. For further information regarding how the interest and fees charged under the credit facility are determined, see Note 11 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report.

        The credit facility requires us to maintain certain levels of collateral, limits our ability to incur debt and liens, restricts us from making certain investments and paying dividends and other distributions, requires us to maintain a minimum fixed charge ratio under certain circumstances and contains other customary covenants and conditions. Our credit facility also requires that we furnish certain of our financial statements to our lenders within specified time periods. Effective May 31, 2014, we received a waiver from our lenders extending until June 30, 2014, our requirement to furnish our financial statements as of and for the year ended December 31, 2013, and extending until July 31, 2014 our requirement to furnish our quarterly financial statements as of and for the fiscal quarter ended March 31, 2014. If we are unable to furnish the quarterly financial statements as of and for the fiscal quarter ended March 31, 2014, by July 31, 2014, or obtain an extension of the waiver, we may be in default under our credit facility. The credit facility provides for the acceleration of principal and interest payments upon an event of default including, but not limited to, failure to pay interest or other amounts due, a change in control of us, as defined in the credit facility, and our default under certain contracts, including the HPT Leases and our business management and shared services agreement with RMR.




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        Our credit facility is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets and the amount available to us is determined by reference to a borrowing base calculation based on eligible cash, accounts receivable and inventory.collateral. At December 31, 2011, this borrowing base calculation provided2013, a total of $145,828$130,783 was available to us for loans and letters of credit under the credit facility. At December 31, 2011,2013, there were no loans outstanding under the credit facility but we had outstanding $65,686$44,866 of letters of credit issued under that facility, securing certain purchases, insurance, fuel tax and other trade obligations.

Lease Amendments and Rent Deferral AgreementSenior Notes Issuance

        On August 11, 2008,January 15, 2013, we entered a rent deferral agreement with HPT. Underissued at par $110,000 aggregate principal amount of our 8.25% Senior Notes, or the termsSenior Notes, in an underwritten public offering. The Senior Notes are our senior unsecured obligations. The Senior Notes bear interest at 8.25% per annum, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on April 15, 2013. The Senior Notes mature on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the deferral agreement,Senior Notes by paying 100% of the principal amount of the Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date. The indenture governing the Senior Notes does not limit the amount of indebtedness we deferred $5,000may incur. We may issue additional debt from time to time. During 2013, we paid $4,750 of rent paymentsdebt issuance costs related to HPT per month throughthis offering.

        The indenture requires that we file our Exchange Act reports with the indenture trustee within a prescribed time period. We did not maintain compliance with this covenant for the year ended December 31, 2010, for a total of $150,000 of rent payments. In January 2011, we and HPT entered into an Amendment Agreement that amended2013, but the HPT Leases and our rent deferral agreement with HPT. This agreement provided for the following:

•

The minimum annual rent payable by us to HPT under the TA Lease was reduced effective January 1, 2011, by approximately $29,983, to $135,139 per year until February 1, 2012, when it increased to $140,139 per year through the end of the lease term in December 2022.



•

The $5,000 increase in annual base annual rent payable by us to HPT under the TA Lease that was scheduled to begin on February 1, 2011, was eliminated.



•

The minimum annual rent payable by us to HPT under the Petro Lease was reduced effective January 1, 2011, by approximately $12,017, to $54,160 per year through the end of the lease term in June 2024.



•

The due date for the $150,000 of rent we had deferred as of December 31, 2010, was extended from July 1, 2011, so that $107,085 is now payable on December 31, 2022, and the remaining $42,915 is now payable on June 30, 2024, and interest ceased to accrue on our deferred rent obligation beginning on January 1, 2011; provided, however, that the deferred rent obligation shall be accelerated and interest shall begin to accrue thereon if certain events provided in the Amendment Agreement occur, including a change of control of us.



•

HPT waived payment of the first $2,500 of percentage rent which becomes due under the Petro Lease.

        For a description of the additional terms of our HPT Leases, see "Business—Our Leases With HPT", above in Item 1filing of this Annual Report.Report cures this breach. Our failure to timely file our First Quarter 10-Q, if not cured within a specified time period, could lead to an event of default under the indenture.




TableCommon Shares Issuance

        In December 2013, we issued and sold 7,475,000 common shares in an underwritten public offering for net proceeds of Contents$65,102.

Investment Activities

        Our business of operating high sales volume travel centers open 24 hours every day requires us tothat we make regular capital investments in our existingbusiness to maintain our competitiveness. During the year ended December 31, 2013, we made capital expenditures of $164,242, including $45,338 to upgrade the travel centers and businesses we acquired in 2011, 2012 and 2013 and including certain capital expenditures which were sold to maintainHPT.

        During the year ended December 31, 2013, we acquired, for an aggregate amount of $46,245, nine travel centers and the business of one franchisee at a travel center that this franchisee previously subleased from us. We acquired one travel center for $3,000 in January 2014. We have entered agreements to acquire two additional travel centers for a total of $21,500. We expect to complete these acquisitions before September 30, 2014; but these purchases are subject to conditions and may not occur, may be delayed or the terms may change. We currently intend to continue our efforts to selectively acquire additional travel centers and convenience stores and to otherwise expand our business.

        On December 16, 2013, we acquired 31 convenience stores for $67,922, including net working capital assets and liabilities.

        During 2013, we received $83,912 of proceeds from the sale to HPT of improvements we previously made to travel centers leased from HPT, and as a result our annual rent increased by $7,133, pursuant to the terms of our HPT Leases. At December 31, 2013, our property and equipment balance




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included $5,096 of completed improvement projects and an additional $23,636 in ongoing improvement projects that we expect to request that HPT purchase for an increase their competitive attractivenessin rent in the future; however, HPT is not obligated to purchase those assets. In March 2014, we sold to HPT $6,063 of improvements for an increase in annual rent payable to HPT of $515.

        During the year ended December 31, 2012, we acquired, for an aggregate amount of $52,310, ten travel centers and the businesses of four franchisees at travel centers that these franchisees previously subleased from us. During 2012, we also made sustaining capital expenditures of $148,650 and we made capital expenditures of $40,044 to improve the travel centers and businesses we acquired in 2011 and 2012. During 2012, we received $76,754 of proceeds from the sale to HPT of improvements we previously made to travel centers leased from HPT, and as a result our customers.rent increased pursuant to the terms of our HPT Leases.

        During the year ended December 31, 2011, we acquired, for an aggregate of $37,975, eight travel centers. During 2011, we also made capital expenditures of $105,867$106,182 for improvements to existing travel centers and of $12,380$12,065 to improve the eight travel centers we acquired in 2011 for an investment of $37,820 in the three transactions described below.

•

In March 2011, we purchased a travel center in Texas for $6,604 at a foreclosure auction and opened it for business as a Petro Stopping Center in May 2011.



•

In May 2011, we acquired six travel centers located in Indiana and Illinois in a bankruptcy auction. We purchased these six travel centers for an aggregate amount of $25,521.One of these travel centers had been operated as a Petro Stopping Center franchise since 1990 and we have continued its operation as a company operated Petro Stopping Center. During 2011, one of these travel centers was rebranded as a TA and two of these travel centers were rebranded as Petro Stopping Centers. Two of the six acquired sites function as ancillary operations to existing TA travel centers.



•

In June 2011, we purchased a travel center in Kansas for approximately $5,695. This travel center had been operated as a Petro Stopping Center franchise until December 2010 when the related franchise agreement expired and the Petro Stopping Center branding was removed and we reopened it as a Petro Stopping Center in June 2011.

        In March 2012 we purchased an additional travel center for $5.0 million and are in active negotiations to acquire others. We intend to continue to selectively and strategically pursue acquisitions of additional travel centers.

During 2011, we received $69,122 of proceeds from the sale to HPT of improvements we previously made to travel centers leased from HPT, and as a result our rent increased pursuant to the terms of our HPT Leases. At

        We estimate that during 2014 our sustaining capital investments in our existing business will be approximately $65,000 to $75,000, some of which is expected to be of the type of improvements we typically request HPT purchase from us, and that the capital investment for improvements to those locations we had acquired during 2012 and 2013 or agreed to acquire as of December 31, 2011,2013, will be approximately $36,500. We may also make additional investments in our business for expansion or other projects and at substantial costs.

Litigation Settlement

        In January 2014, we had assets of $13,426reached a settlement with the plaintiffs in a long running litigation (for further details, see Note 18 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report). We made our property and equipment that we intend to sell to HPT as permitted by the HPT Leases; however, HPT is not obligated to purchase those assets.related $10,000 payment in March 2014.

Off Balance Sheet Arrangements

        As of December 31, 2011,2013, we had no off balance sheet arrangements that have had or which we believe are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, other than with respect to the debt described below owed by Petro Travel Plaza Holdings LLC, or PTP, a joint venturean entity in which we own a minority interest. We own a 40% interest. PTP's outstanding loan, withinterest in a balancejoint venture, PTP, which owns travel centers and convenience stores that we operate. These travel centers are encumbered by debt of $18,716$17,358 as of December 31, 2011,2013, that is secured by PTP's real property and that matures in December 2018. We account for our investment in PTP under the equity method of accounting and, therefore, we have not recorded a liability for this debt. We are not directly liable for this debt, but the carrying value of our investment in this joint venture ($18,57117,672 at December 31, 2011) would2013) could be adversely affected if PTP defaulted on this debt and PTP's property was used to satisfy this debt. Also, in connection with the loan agreement entered by PTP, we and Tejon Development Corporation, the owner of the majority interest in PTP, each agreed to indemnify the lender against liability from environmental matters related to PTP's travel centers.sites.




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Related Party Transactions

Relationships with HPT, RMR and AIC

        We have relationships among us,and historical and continuing transactions with our Directors, our executive officers, HPT, RMR, and AIC and other companies to which RMR provides management services and others affiliated with or related to them. For example, we have relationships with other companies to which RMR provides management services and which have trustees, directors and officers who are also directors or officers of ours or RMR, including example:

•

HPT which is our former parent company, our principal landlord and our largest shareholder;shareholder and AIC, an Indiana insurance company, whichRMR provides management services to both us and HPT;



•

As of May 9, 2014, we, RMR HPT and fourfive other companies to which RMR provides management services each currently own approximately 14.29%14.3% of AIC, an Indiana insurance company, and with respect to which we and the other shareholders of AIC have property insurance in place providing $500,000 of coverage pursuant to an insurance program arranged by AIC and with respect to which AIC is a reinsurer of certain coverage amounts. Also, asamounts; and



•

RMR, a further example, RMRcompany that employs our President and Chief Executive Officer; our Executive Vice President, Chief Financial Officer and Treasurer; our Executive Vice President and General Counsel; and both of our Managing Directors and which is majority owned by one of our Managing Directors, assists us with various aspects of our business pursuant to a business management and shared services agreement and provides building management services related to our headquarters office building pursuant to a property management agreement.

        For further information about these and other such relationships and related person transactions, please see Note 1817 to the Notes to Consolidated Financial Statements included in Part IV, Item 15 of this Annual Report, which is incorporated herein by reference, and the section captioned "Business—Our Leases With HPT" above in Part I, Item 1 of this Annual Report. In addition, for more information about these transactions and relationships and about the risks whichthat may arise as a result of these and other related person transactions and relationships, please see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements" and Part I, Item 1A, "Risk Factors". DescriptionsFactors." Copies of certain of our agreements with these related parties, including our leases and related amendments with HPT, our business management agreement and property management agreement with RMR and our shareholders agreement with AIC in this Annual Reportand its shareholders, are summaries and are qualified in their entirety by the terms of the agreements which are among thepublicly available as exhibits listed in Item 15 of this Annual Report and incorporated herein by reference. In addition, copies of certain of those agreements are filedto our public filings with the SEC and may be obtained fromaccessible at the SEC's website, atwww.sec.gov.www.sec.gov.

        We believe that our agreements with HPT, RMR and AIC are on commercially reasonable terms. We also believe that our relationships with HPT, RMR and AIC and their affiliated and related persons and entities benefit us and, in fact, provide us with competitive advantages in operating and growing our business.

Relationship with PTP

        We own a 40% interest in PTP and operate the two travel centers and two convenience stores that PTP owns. Additional information regarding our relationship and transactions with PTP can be found in Note 1817 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, which is incorporated herein by reference.




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Summary of Contractual Obligations and Commitments

        At December 31, 2011,2013, our primary outstanding trade commitments were $65,686 of$44,866 for letters of credit. The following table summarizes our obligations to make future payments under various agreements as of December 31, 2011:2013:

		Payments due by period
		Total			Less than one year			1 - 3 years			3 - 5 years			More than 5 years
		(In Thousands)
Leases with HPT(1)		$	2,282,768		$	228,330		$	453,493		$	449,335		$	1,151,610
Other operating leases			17,992			4,894			5,361			2,341			5,396
Senior Notes(2)			237,423			9,075			18,150			18,150			192,048
Letters of credit(3)			44,866			—			44,866			—			—
Purchase obligations(4)			3,000			3,000			—			—			—
Other long term liabilities(5)			33,392			15,533			11,281			3,737			2,841
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total contractual obligations		$	2,619,441		$	260,832		$	533,151		$	473,563		$	1,351,895
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

---

		Payments due by period
		Total			Less than one year			1-3 years			3-5 years			More than 5 years
		(In Thousands)
Leases with HPT(1)		$	2,530,634		$	213,462		$	426,353		$	422,077		$	1,468,742
Other operating leases			16,354			4,048			4,450			2,181			5,675
Letters of credit(2)			65,686			—			—			65,686			—
Purchase obligation(3)			5,000			5,000			—			—			—
Other long term liabilities(4)			30,246			15,060			10,242			3,444			1,500
Total contractual obligations		$	2,647,920		$	237,570		$	441,045		$	493,388		$	1,475,917

---

⁽¹⁾

The amounts shown for lease payments to HPT include payments due to HPT both for the sites we account for as operating leases and for the sites we account for as a financing under a sale/leasebacksale-leaseback financing obligation and also include the payments of the deferred rent obligation of $107,085 in December 2022 and $42,915 in June 2024. Cash interest2024, as well as the amounts payable to HPT at the end of the lease terms for the estimated cost of removing underground storage tanks. Interest is not payable on the deferred rent obligation balance unless we default on certain covenants or certain events occur, such as a change of control of us.



⁽²⁾

Our $110,000 of outstanding Senior Notes bear interest at 8.25% per annum that is payable quarterly and mature on January 15, 2028. We may, at our option, at any time on or after January 15, 2016, redeem some or all of the Senior Notes by paying 100% of the principal amount of the Senior Notes to be redeemed plus accrued but unpaid interest, if any, to, but not including, the redemption date.



⁽³⁾

At December 31, 2011,2013, there were $65,686$44,866 of letters of credit issued under our credit facility. In the absence of a renewal or replacement of that credit facility, following the maturity of our credit facility in October 2016, we will be obligated to make cash deposits, or possibly provide some other form of collateral, to secure these letters of credit atunder the maturity of our credit facility in October 2016.



⁽³⁾

In December 2011 we agreed to purchase a travel center in Georgia for $5,000.facility.



⁽⁴⁾

As of December 31, 2013, we had entered an agreement to acquire a travel center property for $3,000. We completed this acquisition in January 2014.



⁽⁵⁾

The other long term liabilities included in the table above include accrued liabilities related to our partial self insurance programs, including for general liability, workers' compensation, motor vehicle and group health benefits claims.

Inflation and Deflation

        Inflation, or a general increase in prices, will likely have more negative than positive impacts on our business. Rising prices may allow us to increase revenues, but also will likely increase our operating costs. Also, rising prices for fuel and other products we sell increase our working capital requirements and in the past have caused some of our customers to reduce their purchases of our goods and services. Because significant components of our expenses are fixed, we may not be able to realize expense reductions which match declines in general price levels, or deflation.




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Seasonality

        Assuming little variation in fuel prices, our revenues are usually lowest in the first quarter of the year when movement of freight by professional truck drivers and motorist travel are typically at their lowest levels of the year. Assuming little variation in fuel prices,year, and our revenues in the fourth quarter of a year are often somewhat lower than those of the second and third quarters because, whilealthough the beginning of the fourth quarter is often positively impacted by increased movement of freight in preparation for various national holidays, that positive impact is often more than offset by a reduction in freight movement caused by vacation time associated with those holidays taken by professional truck drivers toward the end of the year. While our revenues are modestly seasonal, the quarterly variations




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in our operating results may reflect greater seasonal differences because our rent and certain other costs do not vary seasonally.

Environmental and Climate Change Matters

        At December 31, 2011,2013, we had an accrued liability of $8,942$7,487 for environmental matters as well as a receivable for expected recoveries of certain of these estimated future expenditures of $2,914,$1,611, resulting in an estimated net amount of $6,028$5,876 that we expect to need to fund from future cash flows.in the future. We do not have a reserve for unknown current or potential future environmental matters. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. We cannot precisely know the ultimate costs we will incur in connection with currently known or future potential environmental related violations, corrective actions, investigation and remediation; however, based on our current knowledge we do not expect that our net costs for such matters to be incurred at our travel centers,locations, individually or in the aggregate, would be material to our financial condition or results of operations.

        We have insurance of up to $35 million for environmental liabilities at certain of our travel centers that were known at the time the policies were issued,$10,000 per incident and up to $60 million$40,000 in the aggregate for certain unknown environmental liabilities, subject, in each case, to certain limitations and deductibles. However, we can provide no assurance that we will be able to maintain similar environmental insurance coverage in the future on acceptable terms.

        While the costs of our environmental compliance in the past have not had a material adverse impact on us, it is impossible to predict the ultimate effect changing circumstances and changing environmental laws may have on us in the future. We cannot be certain that additional contamination presently unknown to us does not exist at our sites, or that material liability will not be imposed on us in the future. If we discover additional environmental problems,issues, or if government agencies impose additional environmental requirements, increased environmental compliance or remediation expenditures may be required, which could have a material adverse effect on us. In addition, legislation and regulation regarding climate change, including greenhouse gas emissions, and other environmental matters and market reaction to any such legislation or regulation or to climate change concerns, may be adopted or administereddecrease the demand for our major product, diesel fuel, and enforced differently in the future, which couldmay require us to expend significant amounts. For instance, federal and state governmental requirements addressing emissions from trucks and other motor vehicles, such as the U.S. Environmental Protection Agency's gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor vehicle gasoline and diesel fuel, as well as President Obama's recent order that his administration develop and implement new fuel efficiency standards for medium and heavy duty commercial trucks by March 2016, could negatively impact our business. Further, legislation and regulations that limit carbon emissions may cause our energy costs at our travel centerslocations to increase.

        There have recently been severe weather activities in different parts of the country that some observers believe evidence global climate change, including the recent Hurricane Sandy that impacted portions of the eastern United States in October 2012. Such severe weather that may result from climate change may have an adverse effect on individual properties we own, lease or operate. We mitigate these risks by owning, leasing and operating a diversified portfolio of properties, by procuring




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insurance coverage we believe adequate to protect us from material damages and losses and by attempting to monitor and be prepared for such activities. However, there can be no assurance that our mitigation efforts will be sufficient or that storms that may occur due to future climate change or otherwise could not have a material adverse effect on our business.

        For further information about these and other environmental and climate change matters, see the disclosure under the heading "Environmental Matters" in Note 1918 to the Notes to Consolidated Financial Statements included in Item 15 of this Annual Report, which disclosure is incorporated herein by reference. In addition, for more information about these environmental and climate change matters and about the risks which may arise as a result of these environmental and climate change matters, see elsewhere in this Annual Report, including "Warning Concerning Forward Looking Statements", "Environmental and Climate Change Matters" in Item 1 and Item 1A, "Risk Factors".

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk (dollars in thousands)


        We have a line of credit that is secured by substantially all of our cash, accounts receivable, inventory, equipment and intangible assets. As of December 31, 2013, no loans were outstanding under this credit facility. We borrow under this credit facility in U.S. dollars and those borrowings require us to pay interest at floating interest rates.rates, which are based on LIBOR or a base rate plus a premium. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates. There have been recent governmental inquiries regarding the setting of LIBOR, which may result in changes to that process that may have the effect of increasing LIBOR. Increases in LIBOR would increase the amount of interest we would have to pay under our credit facility. A change in interest rates generally would not affect the value of any outstanding floating rate debt but could affect our operating results. For example, if the $200,000 stated maximum amount was drawn under our credit facility and interest rates decreased or




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increased by 1%100 basis points per annum, our interest expense would decrease or increase by $2,000 per year, or $0.08$0.07 per share, based on the number of outstanding common shares as of December 31, 2011.2013. If interest rates were to change gradually over time, the impact would occur over time. As ofAt December 31, 2011, no borrowings were2013, we had outstanding under this credit facility. Our exposure to fluctuations$110,000 aggregate principal amount of our Senior Notes. The Senior Notes have a fixed interest rate; therefore, changes in market interest rates may increase in the future if we incur debt.will not affect our operating results.

        We are exposed to risks arising from market price changes for fuel. These risks have historically resulted from changes in supply and demand for fuel and from market speculation about future supply and demand for fuel. Some supply changes may arise from local conditions, such as a malfunction in a particular pipeline or at a particular terminal. However, in the recent past most of the supply risks have arisen from national or international conditions, such as weather related shutdowns of oil drilling or refining capacities, political instability in oil producing regions of the world or terrorism. Risks may also arise from changes in the demand for and the price of fuel. Because petroleum products are traded in commodity markets, material changes in demand for and the price of fuel worldwide and financial speculation in these commodities markets may have a material effect upon the prices we have to pay for fuel and may also impact our customers' demand for fuel and other products. Almost all of these risks are beyond our control. Nevertheless, we attempt to mitigate our exposure to fuel commodity price market risks in three ways. First, whenever possible, we attempt to maintain supply contracts for diesel fuel with several different suppliers for each of our travel centers; if one supplier has a local problem we may be able to obtain fuel supplies from other suppliers. Second, we maintain modest fuel inventories, generally less than three days of fuel sales. Modest inventories may mitigate the risk that we are required by competitive or contract conditions to sell fuel for less than its cost in the event of rapid price changes; however, the lowmodest level of fuel inventory could exacerbate our fuel supply risks. Third, we sell a majority of our diesel fuel at prices determined by reference to a benchmark which is reflective of the market costs for fuel; by selling on such terms we may be able to substantially maintain our margin per gallon despite changes in the price we pay for fuel. Based on our fuel inventory volume




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as of, and our fuel sales volume for the year ended, December 31, 2013, each one cent change in the price of fuel would change our inventory value by $162 and our fuel revenues by $20,349.

Item 8.    Financial Statements and Supplementary Data


        The information required by this item is included in Item 15 of this Annual Report.

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


        None.

Item 9A.    Controls and Procedures


Disclosure Controls and Procedures

        As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and Rule 15d-15. Based upon that evaluation, and as a result of the existence of certain material weaknesses in our internal control over financial reporting as described below in this Item 9A, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective at December 31, 2011.2013.

Management Report on Assessment of Internal Control over Financial Reporting

        We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control systems are intended to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations.




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Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011.2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control—Integrated Framework (1992 Framework).

        During the quarter ended December 31, 2011, we concluded that there was a material weakness related to our controls over the determination of whether impairment indicators for our property and equipment existed and the subsequent measurement of any resulting impairment charges. The TA Lease for 145 travel centers and the Petro Lease for 40 travel centers, which were entered into in 2007, are each a portfolio lease that requires that we make one rent payment for all of the properties covered by such lease. The rent payable for each travel center is not specified in the lease agreements. Historically we evaluated possible impairments of our assets at the leased travel centers based, in part, upon whether our combined site level earnings from all the leased travel centers in each lease were sufficient to pay our rent obligation under such lease and whether our earnings at each site were sufficient to pay the site specific operating costs before an allocation to each site of the rent payable to HPT. We determined that we should evaluate each leased site after a reasonable allocation of the portfolio rent to each of the travel centers in each lease. As a result, during the quarter ended December 31, 2011, we revised our methodology and retroactively performed an impairment analysis of our property and equipment for each of the years 2007 through 2010 using our newly adopted methodology. As a result of Based on this matter, we have determined that the design and operation of our internal control as it relates to determining whether impairment indicators for our property and equipment exist and subsequently measuring any resulting impairment charges was ineffective at December 31, 2011.

        During the first quarter of 2012, we concluded that there was a material weakness related to our controls over the assignment and review of useful lives for property and equipment. Primarily, this resulted from applying our standard depreciable lives for certain asset classes to assets at travel centers under a lease with a remaining term less than the depreciable life for the respective asset class. We determined that the design of our internal control over depreciation expense recognition was ineffective in that it lacked controls over the assignment and review of useful lives for property and equipment.

        As a result of the material weaknesses in our internal control over financial reporting described in the two preceding paragraphs,assessment, our management concluded that, atas of December 31, 2011,2013, our internal control over financial reporting was not effective.

        With respect to eacheffective because of the foregoing errors, we havematerial weaknesses described below. We determined that their individual effects onwe had a material weakness in our previously reported consolidatedinternal controls over accounting for income taxes; specifically, our internal controls did not provide for timely and thorough reconciliation and review of the income tax accounts and related disclosures. In addition, we also determined we had a material weakness in our internal controls due to a lack of sufficient personnel with requisite accounting competencies. We also identified deficiencies in both design and operating effectiveness of certain of our internal controls, which, when aggregated, represent a material weakness in our financial statement close process. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Although none of the identified errors that our internal control over financial reporting failed to prevent or detect on a timely basis were considered material, we concluded that it was reasonably possible that a material misstatement would not have been prevented or detected on a timely basis.

        Management's assessment of the effectiveness of internal control over financial reporting excludes our wholly owned subsidiary, Girkin Development, LLC, which we acquired on December 16, 2013. Girkin Development, LLC represents approximately 7.3% of our consolidated total assets and




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approximately 0.1% of our consolidated total revenues as of and for the periodsyear ended December 31, 2007, 2008, 2009 and 2010, were not material. We have also determined that the combined and cumulative effects of the foregoing errors, together with the other errors discussed in Note 3 in the Notes to Consolidated Financial Statements appearing in Item 15 of this Annual Report, were not material to our previously reported consolidated financial statements for those periods. We have revised our previously reported consolidated financial statements to correct the foregoing errors in the periods they originated. For more information about the revisions to our historical financial presentations, please see Note 3 to the Notes to Consolidated Financial Statements appearing in Item 15 of this Annual Report.2013.

        The effectiveness of our internal control over financial reporting as of December 31, 2011,2013, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15 of this Annual Report.




TableRemediation of ContentsMaterial Weakness in Internal Control Over Financial Reporting

        We are in the process of improving our internal controls to remediate the material weaknesses that existed as of December 31, 2013, as set forth above in our Management Report on Assessment of Internal Control over Financial Reporting. These remediation efforts include an expansion of our corporate accounting department.

Changes in Internal Control over Financial Reporting

        Except as described in this item 9Afor the material weaknesses noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2011,2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

        During 2011, we determined that we had been using an inappropriate effective interest rate to amortize the sale/leaseback financing obligation since the inception of the TA Lease in 2007. We have determined that the individual effects on our previously reported consolidated financial statements for the periods ended December 31, 2007, 2008, 2009 and 2010, were not material. We have revised our previously reported consolidated financial statements to correct for this error in the periods it originated. For more information about the revisions to our historical financial presentations, please see Note 3 to the Notes to Consolidated Financial Statements appearing in Item 15 of this Annual Report. We completed the remediation of this deficiency prior to December 31, 2011 by enhancing our controls around the calculation and review of our interest amortization.

Remediation of Material Weakness in Internal Control over Financial Reporting

        We are in the process of designing and implementing improved internal controls to remediate the material weaknesses that existed as of December 31, 2011, as set forth above in our Management Report on Assessment of Internal Control over Financial Reporting.

Item 9B.    Other Information


        None.




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PART III


Item 10.    Directors, Executive Officers and Corporate Governance


        Our LLC agreement provides that the number of Directors shall be determined by our Board of Directors. Currently, the number of our Directors is fixed at five. Our LLC agreement also provides that our Board of Directors shall be divided into three groups, with Directors in each group serving three-year terms.

        The following are the ages and recent principal occupations, as of May 29, 2014, of our Directors and executive officers. The business address of our Directors and executive officers is c/o TravelCenters of America LLC, 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145. Included in each Director's biography below is an assessment of such Director based on the qualifications, attributes, skills and experience our Board of Directors has determined are important to be represented on our Board of Directors.


DIRECTORS


Barbara D. Gilmore

Independent Director since: 2007

Group/Term: Group II with a term expiring at our 2015 Annual Meeting of Shareholders

Age: 63

Board Committees: Audit; Compensation (Chair); Nominating and Governance

Other Public Company Boards: Five Star Quality Care, Inc. (since 2004); Government Properties Income Trust (since 2009)

        Ms. Gilmore has served as a professional law clerk at the United States Bankruptcy Court, Central Division of the District of Massachusetts, since 2001. Ms. Gilmore was a partner of the law firm of Sullivan & Worcester LLP from 1993 to 2000, during which time she was appointed and served as trustee or examiner in various cases involving business finance matters.

Specific Qualifications, Attributes, Skills and Experience:

•

professional skills and experience in legal and business finance matters;



•

experience in public policy matters;



•

experience as a lawyer, bankruptcy court clerk, bankruptcy trustee and bankruptcy examiner;



•

work on public company boards and board committees;



•

institutional knowledge gained through service on our Board of Directors for seven years; and



•

qualifying as an Independent Director in accordance with the requirements of the NYSE and the SEC, and our LLC agreement and bylaws.

Lisa Harris Jones

Independent Director since: 2013

Group/Term: Group III with a term expiring at our 2016 Annual Meeting of Shareholders

Age: 46

Board Committees: Audit; Compensation; Nominating and Governance (Chair)




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        Ms. Jones is the founding member of Harris Jones & Malone, LLC, a law firm based in Maryland. Since founding Harris Jones & Malone, LLC in 2000, Ms. Jones has represented a wide range of clients, focusing her practice in government relations and procurement at both the state and local levels. Prior to founding Harris Jones & Malone, LLC, Ms. Jones was an associate with the law firms of Shapiro and Olander from 1993 to 1997 and Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC from 1997 to 1999, during which time she represented the City of Baltimore and many of its agencies and related quasi-public entities in various real estate development and financing transactions. In addition to her professional accomplishments, Ms. Jones has held leadership positions in many community service and civic organizations for which she has received recognitions and awards, including being the recipient of the YWCA Greater Baltimore Special Leadership Award in 2012.

Specific Qualifications, Attributes, Skills and Experience:

•

professional skills and experience in legal and business finance matters;



•

experience in public policy matters;



•

experience in real estate matters;



•

demonstrated leadership capability as an entrepreneur and founding member of a law firm; and



•

qualifying as an Independent Director in accordance with the requirements of the NYSE and the SEC, and our LLC agreement and bylaws.

Arthur G. Koumantzelis

Independent Director since: 2007

Group/Term: Group I with a term expiring at our 2014 Annual Meeting of Shareholders

Age: 83

Board Committees: Audit (Chair); Compensation; Nominating and Governance

Other Public Company Boards: RMR Real Estate Income Fund (and its predecessor funds) (since 2002)

        Mr. Koumantzelis has been principally a private investor since 2007. Mr. Koumantzelis was President and Chief Executive Officer of Gainesborough Investments LLC, a private investment company, from 1998 until his retirement from that position in 2007. Mr. Koumantzelis was formerly Chief Financial Officer of Cumberland Farms, Inc., a company engaged in the convenience store business and the sale of petroleum products principally under the name "Gulf Oil" and related trademarks. Before that, Mr. Koumantzelis was a partner at the public accounting firm Ernst & Young LLP or one of its predecessors, Arthur Young & Co., for more than two decades. Mr. Koumantzelis has also served on several state appointed commissions and boards of civic organizations. Mr. Koumantzelis was an Independent Trustee of RMR Funds Series Trust from shortly after its formation in 2007 until its dissolution in 2009 (RMR Funds Series Trust, together with RMR Real Estate Income Fund and its predecessor funds, are collectively referred to herein as the "RMR Funds"). Mr. Koumantzelis was an Independent Director of Five Star Quality Care, Inc., from 2001 to 2010.

Specific Qualifications, Attributes, Skills and Experience:

•

experience in and knowledge of the petroleum products distribution business and convenience store industry;



•

demonstrated management ability;




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•

professional skills and expertise in finance and accounting and experience as a chief financial officer;



•

work on public company boards and board committees;



•

public policy work;



•

institutional knowledge gained through service on our Board of Directors for seven years; and



•

qualifying as an Independent Director in accordance with the requirements of the NYSE and the SEC, and our LLC agreement and bylaws.

Thomas M. O'Brien

Managing Director since: 2006

President and Chief Executive Officer since 2007

Group/Term: Group II with a term expiring at our 2015 Annual Meeting of Shareholders

Age: 47

Other Public Company Boards: VirnetX Holding Corporation (since 2007)

        Mr. O'Brien has been an Executive Vice President of RMR since 2008, was a Senior Vice President of RMR prior to that time since 2006 and was a Vice President of RMR prior to that time since 1996. Since 2007, Mr. O'Brien has been a Director of the National Association of Truck Stop Operators, a not for profit trade association engaged in activities intended to support the travel center industry. Mr. O'Brien was the President and a Director of RMR Advisors Inc., or RMR Advisors, an SEC registered investment advisor, from 2002 until 2007 and President of certain predecessor funds of RMR Real Estate Income Fund since their respective formations (the earliest of which was in 2002) until 2007. From 2002 through 2003, Mr. O'Brien was Executive Vice President of Hospitality Properties Trust, where he had previously served as Treasurer and Chief Financial Officer since 1996.

Specific Qualifications, Attributes, Skills and Experience:

•

extensive experience in and knowledge of the travel center industry and commercial real estate, and demonstrated management abilities;



•

role as the President and Chief Executive Officer for the past seven years;



•

experience as a Chief Financial Officer of a public company;



•

experience as a public company director;



•

experience as a director and officer of a national trade association focused on the advancement of travel center industry interests;



•

institutional knowledge gained through service on our Board of Directors for eight years and in key management positions with RMR for eighteen years; and



•

qualifying as a Managing Director in accordance with the requirements of our LLC agreement and bylaws.

Barry M. Portnoy

Managing Director since: 2006

Group/Term: Group I with a term expiring at our 2014 Annual Meeting of Shareholders

Age: 68




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Other Public Company Boards: Hospitality Properties Trust (since 1995); Senior Housing Properties Trust (since 1999); Five Star Quality Care, Inc. (since 2001); RMR Real Estate Income Fund (and its predecessor funds) (since 2002); Government Properties Income Trust (since 2009); Select Income REIT (since 2011); CommonWealth REIT (1986-2014)

        Mr. Portnoy is an owner of RMR and of RMR Advisors. Mr. Portnoy has been an owner and a Director of RMR (and its predecessor) since its founding in 1986, a full time employee of RMR since 1997, the Chairman of RMR since 1998 and a Director and Vice President of RMR Advisors since 2002. Mr. Portnoy was an Interested Trustee of RMR Funds Series Trust from shortly after its formation in 2007 until its dissolution in 2009. Mr. Portnoy practiced law for many years as a partner in, and chairman of, a law firm until 1997.

Specific Qualifications, Attributes, Skills and Experience:

•

demonstrated leadership capability;



•

extensive experience in and knowledge of the travel center industry and commercial real estate;



•

leadership position with RMR;



•

extensive public company director service;



•

professional skills and expertise in, among other things, finance, legal and regulatory matters;



•

institutional knowledge gained through prior service on our Board of Directors and in key leadership positions with RMR; and



•

qualifying as a Managing Director in accordance with the requirements of our LLC agreement and bylaws.


EXECUTIVE OFFICERS


Thomas M. O'Brien

President and Chief Executive Officer since: 2007

        Mr. O'Brien has been our President and Chief Executive Officer since 2007, in addition to being one of our Managing Directors and having other experience as described above.

Andrew J. Rebholz

Executive Vice President, Chief Financial Officer and Treasurer since: 2007

Age: 49

        Mr. Rebholz has been a Senior Vice President of RMR since 2007. Previously, Mr. Rebholz served as our Senior Vice President and Controller since 2007. Prior to that time, he served as Vice President and Controller of TravelCenters of America, Inc., our predecessor, since 2002, and as Corporate Controller of our predecessor prior to that since 1997.

Mark R. Young

Executive Vice President and General Counsel since: 2007

Age: 51

        Mr. Young has been a Senior Vice President of RMR since 2011. Previously, Mr. Young served as Vice President of Leasing and Associate General Counsel of RMR from 2006 to 2007. Prior to that time, he served as Assistant Vice President and Associate General Counsel of RMR since 2001. Prior




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to 2001, Mr. Young held various positions at CMGI, Inc., Staples, Inc., Wilmer, Cutler, Pickering, Hale and Dorr LLP and Sullivan & Worcester LLP.

Michael J. Lombardi

Executive Vice President since: 2007

Age: 62

        Mr. Lombardi served our predecessor in this capacity since 2007 and previously as Senior Vice President of Sales since 2006. Prior to joining our predecessor, Mr. Lombardi was employed for seven years in senior positions in the global marketing and customer service divisions of Ford Motor Company and prior to that for thirteen years in the retail marketing division of British Petroleum plc.

Barry A. Richards

Executive Vice President since: 2010

Age: 61

        Mr. Richards served as our Senior Vice President, Food, since 2008 and prior to that as Vice President, Restaurants since 2007. Prior to that time, Mr. Richards served our predecessor as a Regional Vice President since 2007 and as a District Manager since 2001.

        There are no family relationships among any of our Directors or executive officers. Our executive officers serve at the discretion of our Board of Directors.

        RMR is a privately owned company that provides management services to public and private companies, including us, Government Properties Income Trust, Hospitality Properties Trust, Select Income REIT, Senior Housing Properties Trust and Five Star Quality Care, Inc. Government Properties Income Trust is a publicly traded REIT that primarily invests in properties that are majority leased to government tenants. Hospitality Properties Trust is a publicly traded REIT that primarily owns hotels and travel centers. Select Income REIT is a publicly traded REIT that primarily owns net leased, single tenant office and industrial properties and leased lands in Hawaii. Senior Housing Properties Trust is a publicly traded REIT that primarily owns senior living properties and medical office buildings. Five Star Quality Care, Inc. is a publicly traded real estate based operating company in the healthcare and senior living services business. RMR Advisors, an affiliate of RMR, is an SEC registered investment adviser to the RMR Funds, which are or were investment companies registered under the Investment Company Act of 1940, as amended. Because certain of our officers and Directors also serve as officers, directors or trustees of RMR and of the foregoing entities, RMR and these entities may be considered to be affiliates of us. RMR also provides management services to CommonWealth REIT, a publicly traded REIT that primarily owns office buildings; however, none of the principals or officers of RMR serve as officers, directors or trustees of CommonWealth REIT, and we do not consider CommonWealth REIT to be our affiliate.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


        Our executive officers, Directors and certain persons who own more than 10% of our outstanding common shares are required by Section 16(a) of the Exchange Act and related regulations:

•

to file reports of their ownership of our common shares with the SEC and the NYSE; and



•

to furnish us with copies of the reports.

        We received written representations from each such person who did not file an annual statement on Form 5 with the SEC that no Form 5 was due. Based on our review of the reports and representations, we believe that all Section 16(a) reports were filed timely in 2013.




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CODE OF BUSINESS CONDUCT AND ETHICS


We have a codeCode of business conductBusiness Conduct and ethicsEthics that applies to all our representatives, including our officers, Directors and directors.employees and employees of RMR. Our codeCode of business conductBusiness Conduct and ethicsEthics is posted on our website, www.tatravelcenters.com. A printed copy of our codeCode of business conductBusiness Conduct and ethicsEthics is also available free of charge to any person who requests a copy by writing to our Secretary, TravelCenters of America LLC, Two Newton Place, 255 Washington Street, Newton, MA 02458. We intend to disclose any amendments to or waivers of our codeCode of business conductBusiness Conduct and ethicsEthics applicable to our principal executive officer, principal financial officer, principal accounting officer and controller (or any person performing similar functions) on our website.

        The remainder
DIRECTOR NOMINATION PROCESS


        There have been no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors as described in our Definitive Proxy Statement for our 2013 Annual Meeting of Shareholders filed with the SEC on March 18, 2013.


AUDIT COMMITTEE


        Our Board of Directors has a standing Audit Committee which was established in accordance with Section 3(a)(58)(A) of the informationExchange Act. The Audit Committee is comprised solely of our Independent Directors: Barbara D. Gilmore, Lisa Harris Jones and Arthur G. Koumantzelis. Mr. Koumantzelis serves as Chair of the Audit Committee. Each member of the Audit Committee meets the independence requirements of the NYSE, the Exchange Act and our Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. Our Board of Directors has determined that Mr. Koumantzelis is the Audit Committee's "financial expert" and is independent as defined by the rules of the SEC and the NYSE. Our Board of Directors' determination that Mr. Koumantzelis is the Audit Committee's financial expert was based upon his experience as: (i) a member of the audit committees of other publicly owned companies; (ii) the chief financial officer of a company which was required by Item 10 is incorporated by reference to our definitive proxy statement.file reports with the SEC; and (iii) a certified public accountant who was responsible for auditing companies which filed SEC reports.

Item 11.    Executive Compensation


COMPENSATION DISCUSSION AND ANALYSIS


Compensation Overview

        This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs, the compensation decisions our Compensation Committee made under those programs in 2013 and the factors which impacted those decisions. This Compensation Discussion and Analysis discusses the compensation of our "named executive officers"




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for 2013, who are the officers for whom compensation disclosure is required to be made in this Annual Report on Form 10-K under SEC rules. For 2013, our named executive officers were:

Name		Title
Thomas M. O'Brien		President and Chief Executive Officer
Andrew J. Rebholz		Executive Vice President, Chief Financial Officer and Treasurer
Michael J. Lombardi		Executive Vice President
Mark R. Young		Executive Vice President and General Counsel
Ara A. Bagdasarian*		Executive Vice President
Barry A. Richards		Executive Vice President

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*

On January 31, 2014, we entered into a retirement agreement with Ara Bagdasarian, pursuant to which Mr. Bagdasarian resigned effective as of April 30, 2014.

Compensation Philosophy and Process

        Our compensation program is designed to help us achieve our business objectives, which include increasing, on a long-term basis, the value of us by improving our financial and operating performance, improving our competitive position within our industry and managing risks facing us.

        Individual performance is an important factor in determining each element of compensation. Our Compensation Committee determines the compensation of our Chief Executive Officer, Chief Financial Officer and General Counsel, and determines the amount and terms of share grants to all of our executive officers. Our Compensation Committee recommends to our Board of Directors and our Board of Directors determines all compensation, other than share grants, for our executive officers other than our Chief Executive Officer, Chief Financial Officer and General Counsel. There is no formulaic approach to the determinations of an executive officer's compensation; these determinations are made in the discretion of our Compensation Committee and our Board of Directors. Determinations of an executive officer's compensation are also not made as a direct result of benchmarking compensation against that of other companies.

        Our Compensation Committee and our Board of Directors believe it is important to further align the interests of our executive officers with those of our shareholders and therefore have determined that a significant portion of each executive officer's annual compensation will be paid in the form of share awards that vest subject to continued employment over periods ranging from four to nine years from the date of grant. Our Compensation Committee and our Board of Directors also believe that performance of our executive officers may be improved by paying a substantial portion of each executive officer's cash compensation as an annual bonus. Our Compensation Committee and our Board of Directors currently limit the annual base salaries of our executive officers and utilize changes in annual cash bonus amounts as the primary mechanism for effecting annual compensation adjustments for our executive officers.

        The informationprimary factor considered by our Compensation Committee and our Board of Directors when determining discretionary compensation for our executive officers is the historical cash and equity compensation paid to each executive officer and to our other executive officers with similar responsibilities. However, our Compensation Committee and our Board of Directors also consider, among other things, the executive officer's:

•

accomplishments during the year;



•

ability to identify areas for our improvement and to achieve benefits from those improvements;




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•

quality of decisions made;



•

ability to lead employees both in routine activities and in special projects;



•

change in performance as compared to the prior year;



•

perceived potential for future development and for assuming additional or alternative duties in the future;



•

background, training, education and experience; and



•

specific areas of expertise and value to us, and the likelihood that we could find a suitable replacement on a timely and cost effective basis.

        In addition to the consideration of the various factors described in the preceding paragraphs, our Compensation Committee and our Board of Directors consider available compensation data for public companies that are engaged in businesses similar to our business or that possess size or other characteristics that are similar to us. None of the Company's direct competitors are public companies and therefore the Company does not have access to the compensation practices and amounts of those companies. Consequently, in order to obtain a general understanding of current trends in compensation practices and ranges of amounts being awarded by other public companies, we compiled and reviewed comparative data gleaned from public filings regarding compensation paid by a group of public companies in the following industries: specialty retail; hotels, restaurants and leisure; food retail; and food and staples retailing industries.¹

        Because the primary factor considered by our Compensation Committee and our Board of Directors is the historical compensation paid to each individual executive officer and to other executives with similar responsibilities, our Compensation Committee and our Board of Directors believe that our compensation philosophy with respect to our executive officers helps limit incentives for management to take excessive risk for short-term benefit.

Details of 2013 Compensation Process

        In September 2013, Ms. Gilmore, the Chair of our Compensation Committee, met with Mr. Barry Portnoy, our (non-employee) Managing Director, Mr. Adam Portnoy, President and Chief Executive Officer of RMR, and the chairs of the compensation committees of the other public companies for which RMR provides services. RMR provides management services to us, CommonWealth REIT, Government Properties Income Trust, Hospitality Properties Trust, Select Income REIT, Senior Housing Properties Trust and Five Star Quality Care, Inc. The purposes of this meeting were, among other things, to discuss compensation philosophy regarding potential share grants to be made by us and to consider the compensation payable to our Director of Internal Audit (who provides services to us and to other companies to which RMR provides management services), as well as to consider the allocation of internal audit and related services costs among us and other companies to which RMR provides such services.

        At a Compensation Committee meeting in November 2013, our Compensation Committee conducted a review of executive and employee compensation and considered recommendations arising from the September 2013 meeting, recommendations provided by management and other factors such as: (i) the amount of cash compensation historically paid to each executive officer; (ii) the amounts and value of historical share awards made to each executive officer; (iii) the amounts of cash compensation

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¹

This group of public companies was comprised of Advance Auto Parts, Inc.; AutoZone, Inc.; Brinker International, Inc.; Casey's General Stores, Inc.; Cracker Barrel Old Country Store, Inc.; Darden Restaurants, Inc.; Genuine Parts Company; Jack in the Box Inc.; Office Depot, Inc.; OfficeMax Incorporated; Staples, Inc.; Starbucks Corporation; Susser Holdings Corporation; The Pantry, Inc.; Wendy's International, Inc.; and YUM! Brands, Inc.




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and share awards paid to persons with similar levels of responsibility; (iv) the then current market prices of our common shares; (v) the performance of each executive officer during 2013; (vi) each executive officer's expected future contributions to us; (vii) each executive officer's relative mix of cash and noncash compensation; (viii) the comparative data about executive compensation trends and amounts that we assembled; and (ix) our financial position and operating performance in the past year and our perceived future prospects. Our Compensation Committee did not engage a compensation consultant to participate in the determination or recommendation of the amounts or form of compensation for our executive officers. Messrs. O'Brien, Rebholz and Young participated in parts of the Compensation Committee meeting with regard to consideration of compensation generally and to our other officers, but they left that meeting and did not participate in the Compensation Committee's determination and recommendation of their compensation. Mr. Barry Portnoy participated in parts of the Compensation Committee meeting, but left the meeting and did not participate in the final decisions and recommendations made by our Compensation Committee. All members of our Board of Directors participated in the Board of Directors' decisions on compensation which were not determined by our Compensation Committee.

Compensation Components

        The mix of base salary, cash bonus and equity compensation that we pay to our executive officers varies depending on the executive officer's position and responsibilities with us. Our Compensation Committee does not follow a set formula or specific guidelines in determining how to allocate the compensation components for our executives.

        The components of the compensation packages of our executive officers are as follows:

Base Salary

        Base salaries are reviewed annually and adjusted, if appropriate, on a subjective basis based upon consideration of a number of factors including, but not limited to, the individual performance factors described above, as well as (i) the historical amount paid to each executive officer; (ii) a comparison of the executive officer's pay to that of other individuals within our company and the relative responsibilities, titles, roles, experiences and capabilities of such other individuals; (iii) the comparative data about executive compensation trends and amounts that we assembled; (iv) our financial position and operating performance throughout the relevant year; and (v) for officers other than our Chief Executive Officer and Chief Financial Officer, an evaluation of the officers' performance provided by Messrs. O'Brien, Rebholz and Young. In 2013, we continued our practice of limiting the annual base salaries of our executive officers to a maximum of $300,000, with the exception of Mr. Lombardi whose annual base salary continues to be limited to $339,000, which is the annual base salary amount that was established for him by our predecessor. For 2013, our Compensation Committee also determined to maintain the annual base salary for each of our named executive officers at its prior level, except in the cases of Mr. Bagdasarian, whose annual base salary was increased, effective January 1, 2014, from $260,000 to $265,000, and Mr. Richards, whose annual base salary was increased, effective January 1, 2014, from $240,000 to $255,000.

Annual Bonus and Share Award Plan

        Each of our executive officers is eligible to receive an annual cash bonus and share award. There is no formulaic approach used in determining the amount of these annual cash and share awards. The cash bonus and share awards are determined on a subjective basis by our Compensation Committee and our Board of Directors, as the case may be, based upon consideration of a number of factors, which include the factors taken into account in connection with the base salary determinations discussed above. In addition, in determining cash bonus and share awards for our executive officers, our Compensation Committee and our Board of Directors also consider the recommendations of the




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Chair of our Compensation Committee, Ms. Gilmore, following her meeting with Messrs. Portnoy and the chairs of the compensation committees of other public companies for which RMR provides services. In light of the limitations imposed on the annual base salaries of our executive officers that are described above, changes in annual cash bonus amounts are the primary mechanism for effecting annual compensation adjustments for our executive officers. For bonus amounts paid to our executive officers for 2013, there were no bonus targets established. In addition, no bonus targets have been established for purposes of bonus amounts that may be paid to our executive officers in 2014.

        For 2013, our Compensation Committee awarded Mr. O'Brien a bonus of $1,600,000 in cash and also awarded him 150,000 of our common shares that will vest in ten equal annual installments beginning on the grant date. The shares awarded had a value at the grant date of $1,602,000; the vested portion of the share award was therefore $160,200 as of the grant date. In making this cash bonus and this share award, our Compensation Committee considered, among other things, Mr. O'Brien's performance in leading us through 2013; his role in expanding our business and profitability; his management of capital and operating expenditures in relation to the prevailing business levels; his role in maintaining fuel sales and pricing in order to maintain fuel margin; his role in assessing capital market opportunities and opportunistically procuring capital; his role in our regulatory compliance; his development of new, and enhancement of existing, marketing programs, operating initiatives, products and services that take advantage of our competitive strengths to grow our business in a slowly recovering economy and position us for future growth; his role in identifying potential acquisitions and structuring and negotiating acquisitions for us; his role in the integration of travel centers we acquired in 2011, 2012 and 2013 with our existing operations; his role in negotiating a natural gas initiative with Shell; and his role in negotiating other agreements with our suppliers and customers and managing risks facing us. Our Compensation Committee determined that the share award would vest over time to ensure a continuing commonality of interest between Mr. O'Brien and our shareholders, to provide Mr. O'Brien with an incentive to remain with us to earn the unvested portion of the award and to encourage appropriate levels of risk taking in his decisions affecting our business in the short-term and in the long-term. The foregoing description of the share award to Mr. O'Brien during 2013 does not include the share award granted to him in his capacity as one of our Managing Directors.

        The annual cash bonuses for Mr. Rebholz and Mr. Young were determined by our Compensation Committee after consideration of the same criteria described above with regard to Mr. O'Brien as applied to Mr. Rebholz's and Mr. Young's respective performances and after consideration of the other matters noted above, as applicable, that our Compensation Committee considers in determining compensation generally. The annual cash bonuses for our executive officers, other than Messrs. O'Brien, Rebholz and Young, were recommended by our Compensation Committee and approved by our Board of Directors based upon the consideration and evaluation of each executive's performance and level of total compensation as well as the other matters noted above, with regard to the compensation paid to Messrs. O'Brien, Rebholz and Young. These considerations included, but were not limited to, each executive officer's historical level of total compensation and our financial and operating performance during 2013 and each executive officer's level of total compensation.

        Because at least 80% of Messrs. O'Brien's, Rebholz's and Young's business time is devoted to services to us, 80% of Messrs. O'Brien's, Rebholz's and Young's total cash compensation (that is, the combined base salary and cash bonus paid by us and RMR) was paid by us and the remainder was paid by RMR. Messrs. O'Brien, Rebholz and Young are also eligible to participate in certain RMR benefit plans.

        We made equity awards under our Amended and Restated TravelCenters of America 2007 Equity Compensation Plan, or the Plan, to our executive officers and others based upon factors that our Compensation Committee considered relevant to align the interests of the persons to whom awards were made with our business objectives, which include, but are not limited to, increasing, on a




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long-term basis, the value of us by improving our prospects, competitive position within our industry and financial and operating performance, managing risks facing us, as well as achieving strategic initiatives and objectives. In addition to the award of our common shares made to Mr. O'Brien during 2013, our Compensation Committee awarded our common shares to each of our other executive officers who were employed by us at the grant date. These awards ranged in size and value from 37,500 common shares, having a grant date value of $400,500, to 75,000 common shares, having a grant date value of $801,000. In determining the size of each share award, our Compensation Committee considered the responsibilities of the executive, the prior year's share grant, the relation of the size of the award to the size of the share award made to Mr. O'Brien and other factors, including their past and expected future performances and cash bonuses, the total value of the granted shares relative to the value of past grants, 2013 annual cash salaries, the executive officer's tenure with us and our operational results during 2013. In each case, our Compensation Committee determined that the share awards would vest in five equal annual installments for those other executive officers (other than Mr. Rebholz whose shares vest in ten equal annual installments), in each case with the first tranche being vested on the date of the grant, to ensure a continuing commonality of interest between the recipients and our shareholders, to provide our executives with an incentive to remain with us to earn the unvested portion of the award and to encourage appropriate levels of risk taking in their long-term decisions affecting our business.

Other Benefits

        Our executive officers are entitled to participate in our benefit plans on the same terms as our other employees. These plans include medical, dental and life insurance plans and a defined contribution retirement plan. We suspended matching contribution payments to our defined contribution retirement plan in May 2009 and such payments had not been reinstated as of December 31, 2013. We do not provide other executive perquisites.

All Other Payments

        The Summary Compensation Table below includes a column for amounts described as "All Other Compensation". For each of those years, there no such amounts paid by us to our executive officers.

Say on Pay Results

        Our current policy, consistent with the prior vote of our shareholders, is to provide shareholders with an opportunity to approve, on an advisory basis, the compensation of our named executive officers once every three years at our Annual Meeting of Shareholders. In evaluating our compensation process for 2013, our Compensation Committee generally considered the results of the advisory vote of our shareholders on the compensation of the executive officers named in the proxy statement for our 2012 Annual Meeting of Shareholders. Our Compensation Committee noted that more than 93% of votes cast approved the compensation of the named executive officers as described in our 2012 proxy statement. Our Compensation Committee considered these voting results as supportive of the committee's general executive compensation practices, which have been consistently applied since that prior vote of our shareholders on our executive compensation.




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COMPENSATION COMMITTEE REPORT


        Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 11 is incorporated by reference402(b) of Regulation S-K with management. Based on such review and discussions, our Compensation Committee recommended to our definitive proxy statement.Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2013.

Barbara D. Gilmore,Chair
Lisa Harris Jones
Arthur G. Koumantzelis


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


        Our Compensation Committee is comprised entirely of our three Independent Directors listed above. No member of our Compensation Committee is a current, or during 2013 was a former, officer or employee of ours. During 2013, no member of our Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. In 2013, none of our executive officers served (i) on the compensation committee of any entity that had one or more of its executive officers serving on our Board of Directors or our Compensation Committee, or (ii) on the board of directors or board of trustees of any entity that had one or more of its executive officers serving on our Compensation Committee. A majority of the members of our Compensation Committee serve as independent directors or independent trustees and compensation committee members of other public companies to which RMR or its affiliates provide management services.


EXECUTIVE COMPENSATION


        The following tables, narratives and footnotes discuss the compensation of our Chief Executive Officer, Chief Financial Officer and all of our other executive officers at December 31, 2013, who are our named executive officers. The compensation information for the persons included in the compensation tables are for services rendered to us and our subsidiaries and do not include information regarding any compensation received by such persons for services rendered to RMR.




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2013 Summary Compensation Table

Name and Principal Position		Year			Salary ($)			Bonus ($)			Stock Awards ($)*			All Other Compensation ($)			Total ($)
Thomas M. O'Brien(1)			2013		$	300,000		$	1,600,000		$	1,684,875		$	—		$	3,584,875
President and Chief			2012			300,000			1,540,000			910,400			—			2,750,400
Executive Officer			2011			300,000			1,400,000			907,250			—			2,607,520
Andrew J. Rebholz			2013			300,000			516,000			801,000			—			1,617,000
Executive Vice President,			2012			300,000			490,000			436,000			—			1,226,000
Chief Financial Officer and			2011			300,000			450,000			424,000			—			1,174,000
Treasurer
Michael J. Lombardi			2013			339,000			316,000			400,500			—			1,055,500
Executive Vice President			2012			339,000			295,000			218,000			—			852,000
			2011			339,000			275,000			212,000			—			826,000
Mark. R. Young			2013			300,000			320,000			400,500			—			1,020,500
Executive Vice President and			2012			300,000			300,000			218,000			—			818,000
General Counsel			2011			300,000			275,000			212,000			—			787,000
Ara A. Bagdasarian(2)			2013			265,000			278,000			400,500			—			943,500
Executive Vice President			2012			260,000			250,000			218,000			—			728,000
			2011			250,000			250,000			212,000			—			712,000
Barry A. Richards			2013			255,000			283,000			400,500			—			938,500
Executive Vice President			2012			240,000			275,000			218,000			—			733,000

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*

Represents the grant date fair value of shares granted in 2013, 2012 and 2011, as applicable, compiled in accordance with FASB Accounting Standards Codification Topic 718, "Compensation—Stock Compensation", or ASC 718. No assumptions are used in this calculation.



⁽¹⁾

Mr. O'Brien's share awards amounts include $82,875, $38,400 and $59,250 of compensation received for services as Director for 2013, 2012 and 2011, respectively.



⁽²⁾

On January 31, 2014, we entered into a retirement agreement with Ara Bagdasarian, pursuant to which Mr. Bagdasarian resigned effective as of April 30, 2014.

2013 Grants of Plan Based Awards

        Share awards granted by us to our Chief Executive Officer and Chief Financial Officer in 2013 provide that one tenth of each award vests on the grant date and one tenth vests on each of the next nine anniversaries of the grant date. Share awards granted by us to our other named executive officers in 2013 provide that one fifth of each award vests on the grant date and one fifth vests on each of the next four anniversaries of the grant date. In the event a recipient who has been granted a share award ceases to perform duties for us or ceases to be an officer or an employee of RMR or any company that RMR manages or that is affiliated with RMR during the vesting period, at our option, the recipient shall forfeit the common shares that have not yet vested. Holders of vested and unvested shares awarded under the Plan are eligible to receive distributions that the we make, if any, on our shares on the same terms as other holders of our common shares.




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        The following table shows shares granted in 2013, including vested and unvested grants.

Name		Grant Date			All Other Stock Awards: Number of Shares of Stock or Units (#)			Grant Date Fair Value of Stock and Option Awards*
Thomas M. O'Brien			5/20/2013			7,500	**	$	82,875
			11/19/2013			150,000			1,602,000
Andrew J. Rebholz			11/19/2013			75,000			801,000
Michael J. Lombardi			11/19/2013			37,500			400,500
Mark R. Young			11/19/2013			37,500			400,500
Ara A. Bagdasarian			11/19/2013			37,500			400,500
Barry A. Richards			11/19/2013			37,500			400,500

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*

Equals the number of shares multiplied by the closing price on the date of grant, which is also the grant date fair value under ASC 718. No assumptions are used in this calculation.



**

Shares granted in Mr. O'Brien's capacity as a Director, which vested fully on the grant date.

2013 Outstanding Equity Awards at Fiscal Year-End

					Stock Awards
Name		Year Granted			Number of Shares or Units of Stock That Have Not Vested (#)*			Market Value of Shares or Units of Stock That Have Not Vested ($)**
Thomas M. O'Brien(1)			2013			135,000		$	1,314,900
			2012			160,000			1,558,400
			2011			140,000			1,363,600
			2010			120,000			1,168,800
			2009			100,000			974,000
			2008			80,000			779,200
			2007			60,000			584,400
Andrew J. Rebholz(1)			2013			67,500			657,450
			2012			80,000			779,200
			2011			70,000			681,800
			2010			60,000			584,400
Michael J. Lombardi			2013			30,000			292,200
			2012			30,000			292,200
			2011			20,000			194,800
			2010			9,000			87,660
Mark R. Young			2013			30,000			292,200
			2012			30,000			292,200
			2011			20,000			194,800
			2010			9,000			87,660
Ara A. Bagdasarian			2013			30,000			292,200
			2012			30,000			292,200
			2011			20,000			194,800
			2010			9,000			87,660
Barry A. Richards			2013			30,000			292,200
			2012			30,000			292,200
			2011			20,000			194,800
			2010			9,000			87,660

---

*

Unless noted otherwise, share awards granted by us to our executive officers provide that one fifth of each award vests on the grant date and one fifth vests on each of the next four anniversaries of




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the grant date. The shares granted in 2013 were granted on November 19, 2013; the shares granted in 2012 were granted on December 4, 2012; the shares granted in 2011 were granted on November 29, 2011; the shares granted in 2010 were granted on December 1, 2010; the shares granted in 2009 were granted on December 8, 2009; the shares granted in 2008 were granted on November 24, 2008; and the shares granted in 2007 were granted on November 26, 2007. At our option, in the event a recipient who has been granted a share award ceases to perform duties for us, RMR or any company that RMR manages or that is affiliated with RMR during the vesting period, the recipient shall forfeit all or a portion of the shares that have not yet vested.

**

Equals the number of shares multiplied by the closing price of our common shares on December 31, 2013.



⁽¹⁾

These share awards provide that one tenth of each award vested on the grant date and one tenth vests on each of the next nine anniversaries of the grant date.

2013 Stock Vested

        The following table shows share grants that vested in 2013, including shares granted in prior years.

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)*
Thomas M. O'Brien			142,500		$	1,512,875
Andrew J. Rebholz			52,500			552,950
Michael J. Lombardi			45,500			479,860
Mark R. Young			45,500			479,860
Ara A. Bagdasarian			40,500			427,810
Barry A. Richards			40,500			427,810

---

*

Equals the number of shares multiplied by the closing price on the 2013 dates of vesting of grants made in 2013 and prior years.

Potential Payments upon Termination or Change in Control

        From time to time, we have entered into arrangements with former employees of ours or RMR in connection with the termination of their employment with us or RMR, providing for the acceleration of vesting of restricted shares previously granted to them under the Plan and, in certain instances, payments for future services to us as a consultant or part time employee and continuation of health care and other benefits. Although we have no formal policy, plan or arrangement for payments to employees of ours or RMR in connection with their termination of employment with us or RMR, we may in the future provide on a discretionary basis for similar payments depending on various factors we then consider relevant and if we believe it is in the its best interests to do so.

        On January 31, 2014, we entered into a retirement agreement with Ara Bagdasarian, our Executive Vice President. Pursuant to the retirement agreement, Mr. Bagdasarian resigned effective as of April 30, 2014. Pursuant to the retirement agreement, from May 1, 2014 through December 31, 2014, Mr. Bagdasarian will provide transition services to us and our subsidiaries. The retirement agreement provides that Mr. Bagdasarian will continue to receive his base salary of $267,000 and other benefits through December 31, 2014, and subject to certain conditions, will receive a bonus of $200,000 on January 9, 2015. The retirement agreement also provides that, in exchange for providing services to us through December 31, 2014, we will accelerate the vesting date of any unvested shares Mr. Bagdasarian owns as of January 1, 2015. The retirement agreement contains other customary terms and conditions, including non-solicitation, non-competition, confidentiality and other covenants.




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        On November 19, 2013, our Compensation Committee approved grants of 150,000 common shares to Mr. Thomas O'Brien, 75,000 common shares to Mr. Andrew Rebholz and 37,500 common shares to each of Messrs. Mark Young, Michael Lombardi, Ara Bagdasarian and Barry Richards. These grants were valued at $10.68 per common share, the closing price of our common shares on the NYSE on the date of grant, and were made under the Plan. The award letter for the grants to Messrs. O'Brien and Rebholz provides for vesting of the common shares in ten equal installments beginning on the date of grant and acceleration of vesting of all share grants (including those previously awarded) upon the occurrence of (i) a change in control of us, or a Change in Control, or (ii) RMR ceasing to be the manager or shared services provider to us, or a Termination Event. The award letter for the grants to each of Messrs. Young, Lombardi, Bagdasarian and Richards provides for vesting of the common shares in five equal installments beginning on the date of grant and acceleration of vesting of all share grants (including those previously awarded) upon the occurrence of a Change in Control or Termination Event.

        The following table describes the potential payments to our named executive officers upon a Change in Control or Termination Event as of December 31, 2013.

Name		Number of Shares Vested Upon Change in Control or Termination Event (#)			Value Realized on Change in Control or Termination Event as of December 31, 2013 ($)*
Thomas M. O'Brien			795,000		$	7,743,300
Andrew J. Rebholz			277,500			2,702,850
Michael J. Lombardi			89,000			866,860
Mark R. Young			89,000			866,860
Ara A. Bagdasarian			89,000			866,860
Barry A. Richards			89,000			866,860

---

*

Equals the number of shares multiplied by the closing price of the Company's Common Shares on December 31, 2013.


DIRECTOR COMPENSATION


        The Compensation Committee is responsible for reviewing and determining the grants of our common shares awarded to our Directors and making recommendations to our Board of Directors regarding cash compensation paid to our Directors for Board, committee and committee chair services. Under our Compensation Committee's Charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of Director compensation, though it did not engage any consultants or advisors in 2013 with respect to Director compensation. Our Managing Directors do not receive cash compensation for their services as Directors but do receive grants of our common shares. The number of our common shares granted to each of our Managing Directors is the same as the number granted to each our Independent Directors.

        All of our Directors receive compensation in common shares to further align the interests of our Directors with those of our shareholders. In determining the amount and composition of each of our Director's compensation, our Compensation Committee takes various factors into consideration, including, but not limited to, the responsibilities of our Directors generally, as well as for service on committees and as committee chairs, and the forms of compensation paid to directors or trustees by comparable companies, including the compensation of directors and trustees of other companies managed by RMR. Our Board of Directors reviews our Compensation Committee's recommendations regarding Director cash compensation and determines the amount of such compensation.




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2013 Annual Compensation

        After giving effect to the changes approved by our Board of Directors on May 20, 2013, each of our Independent Directors receives an annual fee of $35,000 for services as a Director, plus a fee of $1,000 for each meeting attended (prior to such date the meeting fee was $750). Up to two $1,000 fees (or, if prior to May 20, 2013, two $750 fees) are paid to each of our Independent Directors if a Board of Directors meeting and one or more Board of Directors committee meetings are held on the same date. In addition, each of our Directors received a grant of 7,500 of our common shares in 2013.

        Each of our Independent Directors who served as a committee chair of our Audit, Compensation and Nominating and Governance Committees received an additional annual fee of $17,500, $7,500 and $7,500, respectively. Our Directors are reimbursed for out of pocket costs they incur from attending continuing education programs and for travel expenses incurred in connection with their service as Directors.

        The following table details the total compensation of our Directors for the year ended December 31, 2013.

Name		Fees Earned or Paid in Cash ($)**			Stock Awards ($)***			All Other Compensation ($)			Total ($)
Patrick F. Donelan(1)		$	60,750		$	82,875		$	—		$	143,625
Barbara D. Gilmore			60,750			82,875			—			143,625
Lisa Harris Jones(2)			20,500			80,100			—			100,600
Arthur G. Koumantzelis			70,750			82,875			—			153,625
Thomas M. O'Brien*			—			82,875			—			82,875
Barry M. Portnoy*			—			82,875			—			82,875

---

*

Managing Directors do not receive cash compensation for their services as Directors. The compensation of Mr. O'Brien for his services as President and Chief Executive Officer is described above under "Executive Compensation".



**

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each Independent Director. In addition to the $35,000 annual cash fee, each of Messrs. Donelan and Koumantzelis and Ms. Gilmore earned an additional $7,500, $17,500 and $7,500, respectively, for service as a committee chair in 2013. Ms. Jones earned a pro-rated annual cash fee of $17,500. Each of Messrs. Donelan and Koumantzelis and Ms. Gilmore earned an additional $18,250 in fees for meetings attended in 2013. Ms. Jones earned an additional $3,000 for meetings attended in 2013.



***

Equals the number of shares multiplied by the closing price of our common shares on the grant date. This is also the compensation cost for the award recognized by us for financial reporting purposes pursuant to ASC 718. No assumptions are used in this calculation. All share grants to Directors vest at the time of grant.



⁽¹⁾

Mr. Donelan served as an Independent Director until his death on December 31, 2013.



⁽²⁾

Ms. Jones was elected to our Board of Directors on November 19, 2013.




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Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


        Equity Compensation Plan Information. EQUITY COMPENSATION PLAN INFORMATION


        We may grant options and common shares from time to time to our officers, Directors, employees and other individuals who render services to us, subject to vesting requirements, as applicable, under our Amended and Restated TravelCenters of America 2007 Equity Compensation Plan, or the Plan. An aggregate of 6,000,000 of our common shares have been reserved for issuance under the Plan. In 20112013 we issued 760,875619,075 common shares to our Directors, officers, employees and others who provide services to us. The terms of grants made under the Plan are determined by our Board of Directors or the Compensation Committee of our Board of Directors at the time of the grant. The following table is as of December 31, 2011.2013.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		None		None		2,907,9951,533,300
Equity compensation plans not approved by security holders		None		None		None
​	​	​	​	​	​	​
Total		None		None		2,907,9951,533,300




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OWNERSHIP OF EQUITY SECURITIES


Directors and Executive Officers

        The remainderfollowing table sets forth information regarding beneficial ownership of our common shares by each Director, each individual named in the 2013 Summary Compensation Table above and our Directors and executive officers as a group, all as of May 7, 2014. Unless otherwise noted, voting power and investment power in our common shares are exercisable solely by the named person.

Name and Address*		Aggregate Number of Shares Beneficially Owned			Percent of Outstanding Shares**		Additional Information
Thomas M. O'Brien			1,453,190.5		3.9%
Andrew J. Rebholz			440,000		1.2%
Michael J. Lombardi			275,000		***
Mark R. Young			272,515		***
Barry A. Richards			165,800		***
Ara A. Bagdasarian(1)			132,500		***
Barry M. Portnoy			69,911.6		***		HPT owns 3,420,000 common shares. In his capacity as a managing trustee of HPT and as Chairman, a director and majority beneficial owner of RMR, Mr. Barry Portnoy may also be deemed to beneficially own (and have shared voting and dispositive power over) the 3,420,000 common shares beneficially owned by HPT, but Mr. Barry Portnoy disclaims such beneficial ownership.
Arthur G. Koumantzelis			48,061.4		***
Barbara D. Gilmore			57,500		***		Includes 10,000 common shares owned by Ms. Gilmore's husband. Ms. Gilmore disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest in the shares.
Lisa Harris Jones			7,500		***
All Directors and executive officers as a group (nine persons)			2,789,478.5		7.4%

---

*

The address of each identified person or entity is: c/o TravelCenters of America LLC, 24601 Center Ridge Road, Suite 200, Westlake, Ohio 44145.



**

Based on 37,625,366 of our common shares outstanding as of March 10, 2014.



***

The identified person owns less than 1% of our common shares outstanding.



⁽¹⁾

On January 31, 2014, we entered into a retirement agreement with Ara Bagdasarian, pursuant to which Mr. Bagdasarian resigned effective as of April 30, 2014.




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Principal Stockholders

        Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of our common shares.

Name and Address		Aggregate Number of Shares Beneficially Owned*			Percent of Outstanding Shares**			Additional Information
Hospitality Properties Trust			3,420,000			9.1	%	HPT owns and has sole voting and
Two Newton Place 255 Washington Street Newton, Massachusetts 02458								dispositive power over 3,420,000 common shares, Barry M. Portnoy and Adam D. Portnoy are managing trustees of HPT. RMR manages HPT. RMR is indirectly beneficially owned by Barry M. Portnoy and Adam D. Portnoy; Barry Portnoy is Chairman and a director of RMR and Adam Portnoy is President, Chief Executive Officer and a director of RMR. Barry Portnoy directly owns 69,911.6 common shares and Adam Portnoy directly owns 75,263.8 common shares (including 21,600 common shares subject to vesting periodically through 2017). Under certain regulatory definitions, RMR and Messrs. Barry and Adam Portnoy may be deemed to beneficially own (or to have shared voting and dispositive power over) the common shares owned by HPT; however, RMR and Messrs. Barry and Adam Portnoy have each disclaimed such beneficial ownership.
Capital Research Global Investors			2,423,750			6.4	%	Based solely on a Schedule 13G filed
("Capital Research") 333 South Hope Street Los Angeles, California 90071								with the SEC on February 13, 2014 by Capital Research: • Capital Research is a division of Capital Research and Management Company ("CRMC"). Capital Research is deemed to be the beneficial owner of 2,423,750 common shares as a result of CRMC acting as adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940.

---


*

As of December 31, 2013.




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**

Our LLC agreement and other agreements to which we are a party place restrictions on the ability of any person or group to acquire beneficial ownership of more than 9.8% of any class or series of our shares. In addition, in order to help us preserve the tax treatment of our net operating losses and other tax benefits, our bylaws generally provide that transfers of our shares to a person, entity or group that is then, or would become as a result, an owner of 5% or more of our outstanding shares under applicable standards would be void in total for transferees then already owning 5% or more of our shares, and for transferees that would otherwise become owners of 5% or more of our shares, to the extent the transfer would so result in such level of ownership by the proposed transferee and to the extent not approved by us. The 5% ownership limitation under our Bylaws is determined based on applicable tax rules. Capital Research has represented to us that it does not own 5% or more of our shares under those applicable tax rules or in violation of the information required by Item 12 is incorporated by reference to5% ownership limitation under our definitive proxy statement.

bylaws. The percentages indicated are based on 37,625,366 of our common shares outstanding as of December 31, 2013.

Item 13.    Certain Relationships and Related Transactions, and Director Independence


        The information required by RELATED PERSON TRANSACTIONS


        Note 17 to the Notes to our Consolidated Financial Statements included in Part IV, Item 1315 of this Annual Report on Form 10-K is incorporated herein by referencereference.

        The foregoing descriptions of our agreements with HPT, RMR and AIC are summaries and are qualified in their entirety by the terms of the agreements. Copies of certain of the agreements evidencing these relationships are filed with the SEC and may be obtained from the SEC's website, www.sec.gov.

        We believe that our agreements with HPT, RMR and AIC are on commercially reasonable terms. We also believe that our relationships with HPT, RMR and AIC and their affiliated and related persons and entities benefit us, and, in fact, provide us with competitive advantages in operating and growing our business.


DIRECTOR INDEPENDENCE


        Under the corporate governance listing standards of the NYSE, our Board of Directors must consist of a majority of independent directors. Under NYSE corporate governance listing standards, to be considered independent:

•

the director must not have a disqualifying relationship, as defined in these NYSE standards; and



•

our definitive proxy statement.Board of Directors must affirmatively determine that the director otherwise has no material relationship with us directly, or as an officer, shareholder or partner of an organization that has a relationship with us. To aid in the director independence assessment process, our Board of Directors has adopted written Governance Guidelines as described below.

        Our LLC agreement and bylaws also require that a majority of our Board of Directors be Independent Directors. Under our LLC agreement and bylaws, Independent Directors are not employees of ours or RMR, are not involved in our day to day activities and are persons who qualify as independent under the applicable rules of the NYSE and SEC.

        Our Board of Directors regularly, and at least annually, affirmatively determines whether Directors have a direct or indirect material relationship with us, including our subsidiaries, other than serving as our Directors. In making independence determinations, our Board of Directors observes NYSE and SEC criteria, as well as the requirements of our LLC agreement and bylaws. When assessing a Director's relationship with us, our Board of Directors considers all relevant facts and circumstances, not merely from the Director's standpoint, but also from that of the persons or organizations with




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which the Director has an affiliation. As a result of its annual review, our Board of Directors has determined that Barbara D. Gilmore, Lisa Harris Jones and Arthur G. Koumantzelis currently qualify as independent directors under applicable NYSE rules and SEC criteria and are Independent Directors under our LLC agreement and bylaws. In making these determinations, our Board of Directors reviewed and discussed additional information provided by the Directors and us with regard to each of the Independent Directors' relationships with RMR and the companies to which RMR and its affiliates provide management and advisory services. Our Board of Directors has concluded that none of these three Directors possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as an Independent Director or that could otherwise be a direct or indirect material relationship under applicable NYSE standards.

Item 14.    Principal Accounting Fees and Services


Audit Fees and Other Fees

        The following table shows the fees for audit and other services provided by Ernst & Young LLP for the fiscal years 2013 and 2012.

		2013 Fees*			2012 Fees
Audit Fees		$	2,628,798		$	1,786,518
Audit-Related Fees			—			—
Tax Fees			25,000			25,000
All Other Fees			—			—

---

*

The audit fees amount for 2013 is based on the fees estimate provided by Ernst & Young LLP to and approved by the Audit Committee for services provided to us by Ernst & Young LLP, including in connection with the audit of our 2013 financial statements and internal control over financial reporting, as well as additional estimated amounts for those services. The final amount of the fees for those services may vary from the estimate provided.

        Audit Fees.    This category includes fees associated with the annual financial statements audit and related audit procedures, the audit of internal control over financial reporting, work performed in connection with any registration statements and applicable Current Reports on SEC Form 8-K and the review of our Quarterly Reports on SEC Form 10-Q.

        Audit-Related Fees.    This category consists of services that are reasonably related to the performance of the audit or review of financial statements and are not included in "Audit Fees". These services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.

        Tax Fees.    This category consists of fees for tax services, including tax compliance, tax advice and tax planning.

        All Other Fees.    This category consists of services that are not included in the above categories.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

        Our Audit Committee has established policies and procedures that are intended to control the services provided by our independent auditors and to monitor their continuing independence. Under these policies, no services may be undertaken by the independent auditors unless the engagement is specifically approved by our Audit Committee or the services are included within a category that has been approved by our Audit Committee. The maximum charge for services is established by our Audit




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Committee when the specific engagement or the category of services is approved. In certain circumstances, our management is required by Item 14to notify our Audit Committee when approved services are undertaken and our Audit Committee or its Chair may approve amendments or modifications to the engagement or the maximum fees. Our Director of Internal Audit is incorporated by referenceresponsible for reporting to our definitive proxy statement.Audit Committee regarding compliance with these policies and procedures.

        Our Audit Committee will not approve engagements of the independent auditors to perform non-audit services for us if doing so will cause the independent auditors to cease to be independent within the meaning of applicable SEC or NYSE rules. In other circumstances, our Audit Committee considers, among other things, whether our independent auditors are able to provide the required services in a more or less effective and efficient manner than other available service providers and whether the services are consistent with the Public Company Accounting Oversight Board Rules.

        All services for which we engaged our independent auditors in 2013 and 2012 were approved by our Audit Committee. The total fees for audit and non-audit services provided by Ernst & Young LLP in 2013 and 2012 are set forth above and include estimated fee amounts. The tax fees charged by Ernst & Young LLP during 2013 and 2012 were for tax compliance services, including those related to our income tax returns for the fiscal years ended December 31, 2012 and 2011, respectively. Our Audit Committee approved the engagement of Ernst & Young LLP to provide these non-audit services because it determined that Ernst & Young LLP providing these services would not compromise Ernst & Young LLP's independence and that the firm's familiarity with our record keeping and accounting systems would permit the firm to provide these services with equal or higher quality, more quickly and at a lower cost than we could obtain these services from other providers.




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PART IV


Item 15.    Exhibits and Financial Statement Schedules


a)

Index to Financial Statements

        The following consolidated financial statements of TravelCenters of America LLC are included on the pages indicated:

		Page
TravelCenters of America LLC Audited Financial Statements
Reports of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 20112013 and 200102012		F-4
Consolidated Statements of OperationsIncome and Comprehensive Income for the years ended December 31, 20112013, 2012 and 20102011		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 20112013, 2012 and 20102011		F-6
Consolidated Statements of Shareholders' Equity for the years ended December 31, 20112013, 2012 and 20102011		F-7
Notes to Consolidated Financial Statements		F-8

        All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange CommissionSEC are not required under the related instructions or are inapplicablenot applicable or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements and, therefore, have been omitted.

(b)

Exhibits

	2.1		Agreement and Plan of Merger, dated as of September 15, 2006, by and among TravelCenters of America, Inc., Hospitality Properties Trust, HPT TA Merger Sub Inc. and Oak Hill Capital Partners, L.P. (Incorporated by reference to Exhibit 2.1 of our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
	2.2
	2.2		Amendment No. 1 to the Agreement and Plan of Merger, dated as of January 30, 2007, by and among TravelCenters of America, Inc., Hospitality Properties Trust, HPT TA Merger Sub Inc. and Oak Hill Capital Partners, L.P. (Incorporated by reference to Exhibit 2.2 of our Current Report on Form 8-K filed on February 2, 2007)
	2.3
	2.3		Purchase Agreement, dated as of May 30, 2007, by and among TravelCenters of America LLC, Petro Stopping Centers, L.P., Petro Stopping Centers Holdings, L.P. and the partners of Petro Stopping Centers,  L.P. and of Petro Stopping Centers Holdings, L.P. (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on June 4, 2007)
	3.1
	2.4		Securities Purchase Agreement, dated as of November 14, 2013, by and among Frederick M. Higgins, Frederick M. Higgins Charitable Remainder Unitrust, Heather Higgins, Leslie Higgins Embry, Cathy Howard, Glenn Howard, Stacy Howard Jones, Wesley Howard, Jamie Gaddie Higgins Family Trust, Jamie Gaddie Higgins Marital Trust, Rita Barks, Danny Evans, Jerry Goff, Helen Jernigan, Martha Miller-Webb, Donna Carlyle, Betsy Monroe, Owen Monroe Trust Under Will, Carrie Leigh Porcel, Frederick M. Higgins, as Sellers' Representative, Girkin Development, LLC and TravelCenters of America LLC (filed herewith)
	3.1		Certificate of Formation of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
	3.2		Composite Copy




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	3.2		Amended and Restated Limited Liability Company Agreement of TravelCenters of America LLC (Incorporated by reference to Exhibit 3.1 toof our Current Report on Form 8-K filed on May 19, 2010)24, 2013)
	3.3
	3.3		Amended and Restated Bylaws of TravelCenters of America LLC, as amended and restated on January 25, 2010February 21, 2013 (Incorporated by reference to Exhibit 3.23.3 of our Current Report on Form 8-K filed on January 28, 2010)February 27, 2013)
	4.1
	4.1		Form of share certificate (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)




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	4.2		Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed January 15, 2013)
	4.3		First Supplemental Indenture by and between TravelCenters of America LLC and U.S. Bank National Association, as trustee, dated as of January 15, 2013 (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed January 15, 2013)
	4.4		Form of 8.25% Senior Notes due 2028 (included in Exhibit 4.3 above)
	10.1		Transaction Agreement, dated as of January 29, 2007, by and among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, TravelCenters of America LLC and Reit Management & Research LLC (Incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)
	10.2
	10.2		Lease Agreement, dated as of January 31, 2007, by and among HPT TA Properties Trust and HPT TA Properties LLC, as Landlord, and TA Leasing LLC, as Tenant (Incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)
	10.3
	10.3		Guaranty Agreement, dated as of January 31, 2007, made by TravelCenters of America LLC, TravelCenters of America Holding Company LLC and TA Operating LLC, as Guarantors, for the benefit of HPT TA Properties Trust and HPT TA Properties LLC, as Landlord, under the Lease Agreement, dated as of January 31, 2007, by and among such Landlord and TA Leasing LLC (Incorporated by reference to Exhibit 10.4 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 20, 2007)
	10.4
	10.4		Lease Agreement, dated as of May 30, 2007, by and among HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, and TA Operating LLC (as successor to Petro Stopping Centers, L.P.), as Tenant (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on June 4, 2007)
	10.5
	10.5		Guaranty Agreement, dated as of May 30, 2007, made by TravelCenters of America LLC, as Guarantor, for the benefit of HPT PSC Properties Trust and HPT PSC Properties LLC, as Landlord, under the Lease Agreement, dated as of May 30, 2007, by and among such Landlord and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed on June 4, 2007)
	10.6		Freightliner Express Operating
	10.6		First Amendment to Lease Agreement, dated as of July 21, 1999,March 17, 2008, by and among Freightliner Corporation,HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating Corporation, and TA Franchise Systems, Inc.LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.5 of our Registration StatementQuarterly Report on Form S-110-Q for the Quarterly period ended September 30, 2008, filed on December 12, 2006, File No. 333-139272)November 10, 2008)
	10.7
	10.7		First Amendment No. 1 to OperatingLease Agreement, dated as of November 9, 2000, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems Inc. (Incorporated by reference to Exhibit 10.6 of our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
	10.8		Amendment No. 2 to Operating Agreement, dated as of April 15, 2003, by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems, Inc. (Incorporated by reference to Exhibit 10.7 of our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
	10.9		Amendment No. 3 to Operating Agreement, dated as of July 26, 2006 by and among Freightliner LLC, TA Operating Corporation, and TA Franchise Systems, Inc. (Incorporated by reference to Exhibit 10.8 of our Registration Statement on Form S-1 filed on December 12, 2006, File No. 333-139272)
	10.10		Amendment No. 4 to Operating Agreement, dated as of AugustMay 12, 2008, by and between Daimler Trucks North Americaamong HPT TA Properties Trust, HPT TA Properties LLC F/K/A Freightliner Corporation and FreightlinerTA Leasing LLC TA Operating LLC (successor by conversion to TA Operating Corp.), TA Franchise Systems LLC (successor by conversion to TA Franchise Systems, Inc.) and Petro Stopping Centers, L.P. (Incorporated(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on August 15,May 14, 2008)




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	10.11	*	Form of Restricted Share Agreement under the 2007 Equity Compensation Plan of TravelCenters of America LLC (for restricted share grants under the plan prior to October 24, 2008) (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K dated November 30, 2007)
	10.1210.8	*	Composite copy of the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, as amended as of May 12, 2011 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2011)
	10.13	*	Form of Restricted Share Agreement under the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan (for restricted shares granted under the plan on and after October 24, 2008) (Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)
	10.14		Deferral Agreement, dated as of August 11, 2008, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and Petro Stopping Centers, L.P. (Incorporated by reference to Exhibit 10.6 of our Quarterly Report on Form 10-Q for the Quarterly period ended June 30, 2008, filed on August 11, 2008)
	10.15
	10.9		Registration Rights Agreement, dated August 11, 2008, between TravelCenters of America LLC and Hospitality Properties Trust (Incorporated by reference to Exhibit 10.7 of our Quarterly Report on Form 10-Q for the Quarterly period ended June 30, 2008, filed on August 11, 2008)
	10.16		First Amendment to Lease Agreement, dated as of March 17, 2008, by and among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (as successor to Petro Stopping Centers, L.P.) (Incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q for the Quarterly period ended June 30, 2008, filed on November 10, 2008)
	10.1710.10		First Amendment to Lease Agreement, dated as of May 12, 2008, by and among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on May 14, 2008)
	10.18		Amendment Agreement, dated as of January 31, 2011, among Hospitality Properties Trust, HPT TA Properties Trust, HPT TA Properties LLC, HPT PSC Properties Trust, HPT PSC Properties LLC, TravelCenters of America LLC, TA Leasing LLC and TA Operating LLC (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on February 1, 2011)
	10.19		Amended and Restated Shareholders
	10.11		Amendment Agreement, dated December 16, 2009, by andas of April 15, 2013, among Affiliates Insurance Company, Five Star Quality Care, Inc., HospitalityHPT TA Properties Trust, HRPTHPT TA Properties LLC, HPT PSC Properties Trust, Senior HousingHPT PSC Properties Trust, TravelCenters of America LLC, Reit Management & Research LLC and Government Properties Incometogether with HPT TA Trust, (IncorporatedHPT TA LLC, HPT PSC Trust, TA Leasing LLC and TA Operating LLC (incorporated by reference to Exhibit 10.25 to10.1 of our AnnualQuarterly Report on Form 10-K for the year ended December 31, 2009,10-Q filed on February 24, 2010)May 7, 2013)
	10.20		Current Compensation Plan for Directors (Incorporated
	10.12		Amendment Agreement, dated as of July 1, 2013, among HPT TA Properties Trust, HPT TA Properties LLC and TA Leasing LLC (incorporated by reference to Exhibit 10.2 to10.3 of our CurrentQuarterly Report on Form 8-K10-Q filed with the Securities and Exchange Commission on May 16, 2011)August 6, 2013)
	10.21
	10.13		Amendment Agreement, dated as of December 23, 2013, among HPT PSC Properties Trust, HPT PSC Properties LLC and TA Operating LLC (filed herewith)
	10.14		Amended and Restated Business Management and Shared Services Agreement, dated as of January 25, 2010,December 4, 2012, by and between TravelCenters of America LLC and Reit Management & Research LLC (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on January 28, 2010)




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			December 6, 2012)
	10.22		Form of Indemnification Agreement (filed herewith)
	10.2310.15		Amended and Restated Shareholders Agreement, dated May 21, 2012, by and among Affiliates Insurance Company, Five Star Quality Care, Inc., Hospitality Properties Trust, CommonWealth REIT, Senior Housing Properties Trust, TravelCenters of America LLC, Reit Management & Research LLC, Government Properties Income Trust and Select Income REIT (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 7, 2012)
	10.16		Amended and Restated Loan and Security Agreement, dated as of October 25, 2011, by and among TravelCenters of America LLC, TA Leasing LLC, TA Operating LLC, as borrowers, each of the Guarantors named therein, Wells Fargo Capital Finance, LLC, as Agent, and the entities from time to time parties thereto as Lenders (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2011)
	12.1
	10.17	*	Composite copy of the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan, as amended as of May 12, 2011 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2011)




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	10.18	*	Form of Restricted Share Agreement under the 2007 Equity Compensation Plan of TravelCenters of America LLC (for restricted share grants under the plan prior to October 24, 2008) (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K dated November 30, 2007)
	10.19	*	Form of Restricted Share Agreement under the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan (for restricted shares granted under the plan on and after October 24, 2008 but prior to November 19, 2013) (Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2009, filed on February 24, 2010)
	10.20	*	Form of Restricted Share Agreement under the Amended and Restated TravelCenters of America LLC 2007 Equity Compensation Plan (for restricted shares granted under the plan on and after November 19, 2013) (filed herewith)
	10.21		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 16, 2012)
	10.22		Summary of Director Compensation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 24, 2013)
	10.23		Definitive Master Class Settlement Agreement, executed as of March 3, 2014 (filed herewith)
	12.1		Statement of Computation of Ratio of Earnings to Fixed Charges (filed herewith)
	21.1
	21.1		Subsidiaries of TravelCenters of America LLC (Incorporated by reference to Exhibit 21.1 of our Quarterly Report on Form 10-Q filed on May 10, 2010)(filed herewith)
	23.1
	23.1		Consent of Ernst & Young LLP (filed herewith)
	31.1
	23.2		Consent of Ernst & Young LLP (filed herewith)
	31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
	31.2
	31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith)
	32.1
	32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith)
	99.1
	99.1		Property Management Agreement, dated as of July 21, 2011, by and between Reit Management & Research LLC and TA Operating LLC (Incorporated by reference to Exhibit 99.1 of our Quarterly Report on Form 10-Q filed on November 7, 2011)
	101.1
	99.2		Amended and Restated Reimbursement Agreement, dated May 1, 2012, by and among Reit Management & Research LLC, TravelCenters of America LLC and Five Star Quality Care, Inc. (Incorporated by reference to Exhibit 99.1 of our Quarterly Report on Form 10-Q filed on August 7, 2012)
	99.3		Financial Statements of Petro Travel Plaza Holdings LLC (filed herewith)
	101.1		The following materials from TravelCenters of America LLC's Annual Report on Form 10-K for the year ended December 31, 2011,2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements, tagged as blocks of text. (furnished herewith.)herewith)

---

*

Management contract or compensatory plan or arrangement.




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders of
TravelCenters of America LLC

        We have audited the accompanying consolidated balance sheets of TravelCenters of America LLC ("the Company") as of December 31, 20112013 and 2010,2012, and the related consolidated statements of operations,income and comprehensive income, shareholders' equity, and cash flows for each of the twothree years in the period ended December 31, 2011.2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TravelCenters of America LLC at December 31, 20112013 and 2010,2012, and the consolidated results of its operations and its cash flows for each of the twothree years in the period ended December 31, 2011,2013, in conformity with U.S. generally accepted accounting principles.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TravelCenters of America LLC's internal control over financial reporting as of December 31, 2011,2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated March 15, 2012,June 6, 2014, expressed an adverse opinion thereon.

/s/ Ernst & Young LLP

		/s/ Ernst & Young LLP

Boston, Massachusetts
March 15, 2012June 6, 2014




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders of
TravelCenters of America LLC

        We have audited TravelCenters of America LLC's internal control over financial reporting as of December 31, 2011,2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the COSO criteria). TravelCenters of America LLC's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Assessment of Internal Control over Financial Reporting.Reporting in Item 9A. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment. Management has identified twoa material weaknessesweakness in internal controls related to (1) the Company's determination of the existence of impairment indicatorsover accounting for its propertyincome taxes, specifically, that these internal controls did not provide for timely and equipment and the subsequent measurement of any resulting impairment charges, and (2) the assignmentthorough reconciliation and review of useful lives for propertythe income tax accounts and equipment.related disclosures. Management has also identified a material weakness in internal controls due to lack of sufficient personnel with requisite accounting competencies. Deficiencies also were identified in both design and operating effectiveness, which, when aggregated, represent a material weakness in the financial statement close process.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of TravelCenters of America LLC as of December 31, 20112013 and 2010,2012, and the related consolidated statements of operations,income and comprehensive




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income, shareholders' equity and cash flows for each of the three years then ended.in the period ended December 31, 2013. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our




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audit of the 20112013 consolidated financial statements, and this report does not affect our report dated March 15, 2012,June 6, 2014, which expressed an unqualified opinion on those financial statements.

        As indicated in the accompanying Management's Report on Assessment of Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Girkin Development, LLC, which is included in the 2013 consolidated financial statements of TravelCenters of America LLC and constituted 7.3% of consolidated total assets as of December 31, 2013, and 0.1% of consolidated total revenues for the year then ended. Our audit of internal control over financial reporting of TravelCenters of America LLC also did not include an evaluation of the internal control over financial reporting of Girkin Development, LLC.

        In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, TravelCenters of America LLC has not maintained effective internal control over financial reporting as of December 31, 2011,2013, based on the COSO criteria.

/s/ Ernst & Young LLP

		/s/ Ernst & Young LLP

Boston, Massachusetts
March 15, 2012June 6, 2014




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TravelCenters of America LLC

Consolidated Balance Sheets

(in thousands, except share data)


		December 31, 2011			December 31, 2010				December 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents		$	118,255		$	125,396			$	85,657		$	35,189
Accounts receivable (less allowance for doubtful accounts of $1,679 and $2,023 as of December 31, 2011, and December 31, 2010, respectively)			130,672			82,374
Accounts receivable (less allowance for doubtful accounts of $1,304 and $1,516 as of December 31, 2013, and December 31, 2012, respectively)										105,932			106,273
Inventories			168,267			139,810				199,201			191,006
Other current assets			67,056			59,846				79,604			72,458
​								​		​	​		​	​
Total current assets			484,250			407,426				470,394			404,926
Property and equipment, net			479,943			430,402				704,866			576,512
Intangible assets, net			21,957			25,749
Goodwill and intangible assets, net										48,772			20,041
Other noncurrent assets			30,381			27,515				33,250			28,240
​								​		​	​		​	​
Total assets		$	1,016,531		$	891,092			$	1,257,282		$	1,029,719
​								​		​	​		​	​
​								​		​	​		​	​
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable		$	149,051		$	110,228			$	149,645		$	143,605
Current HPT Leases liabilities			25,073			24,544				29,935			28,354
Other current liabilities			113,624			104,283				124,033			111,168
​								​		​	​		​	​
Total current liabilities			287,748			239,055				303,613			283,127
Noncurrent HPT Leases liabilities			364,369			372,503				343,926			351,135
Senior Notes due 2028										110,000			—
Other noncurrent liabilities			45,813			40,018				45,866			42,023
​								​		​	​		​	​
Total liabilities			697,930			651,576				803,405			676,285
Commitments and contingencies (Note 19)
Commitments and contingencies (Note 18)
Shareholders' equity:
Common shares, no par value, 31,683,666 and 18,683,666 shares authorized at December 31, 2011 and 2010, respectively, and 28,775,671 and 18,016,196 shares issued and outstanding at December 31, 2011 and 2010, respectively			602,636			547,066
Common shares, no par value, 39,158,666 and 31,683,666 shares authorized at December 31, 2013 and 2012, respectively, and 37,625,366 and 29,536,466 shares issued and outstanding at December 31, 2013 and 2012, respectively										674,391			605,106
Accumulated other comprehensive income			1,134			1,193				834			1,299
Accumulated deficit			(285,169	)		(308,743	)			(221,348	)		(252,971	)
​								​		​	​		​	​
Total shareholders' equity			318,601			239,516				453,877			353,434
​								​		​	​		​	​
Total liabilities and shareholders' equity		$	1,016,531		$	891,092			$	1,257,282		$	1,029,719
​								​		​	​		​	​
​								​		​	​		​	​

   

The accompanying notes are an integral part of these consolidated financial statements.




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TravelCenters of America LLC

Consolidated Statements of OperationsIncome and Comprehensive Income

(in thousands, except per share data)


		Years Ended December 31,							Years Ended December 31,
		2011			2010				2013			2012			2011
Revenues:
Fuel		$	6,603,329		$	4,790,659			$	6,481,252		$	6,636,297		$	6,603,329
Nonfuel			1,271,085			1,158,343				1,450,792			1,344,755			1,271,085
Rent and royalties from franchisees			14,443			13,479				12,687			14,672			14,443
​								​		​	​		​	​		​	​
Total revenues			7,888,857			5,962,481				7,944,731			7,995,724			7,888,857
Cost of goods sold (excluding depreciation):
Fuel			6,301,947			4,530,943				6,139,080			6,310,250			6,301,947
Nonfuel			548,092			488,687				652,824			599,474			548,092
​								​		​	​		​	​		​	​
Total cost of goods sold (excluding depreciation)			6,850,039			5,019,630				6,791,904			6,909,724			6,850,039
Operating expenses:
Site level operating			677,958			625,979				755,942			698,522			677,958
Selling, general & administrative			89,196			80,562				107,447			95,547			89,196
Real estate rent			191,798			234,228				209,320			198,927			191,798
Depreciation and amortization			47,466			44,116				58,928			51,534			47,466
​								​		​	​		​	​		​	​
Total operating expenses			1,006,418			984,885				1,131,637			1,044,530			1,006,418
Income (loss) from operations			32,400			(42,034	)
Income from equity investees			1,169			757
​								​		​	​		​	​		​	​
Income from operations										21,190			41,470			32,400
Acquisition costs			(446	)		—				(2,523	)		(785	)		(446	)
Interest income			835			1,127				1,314			1,485			835
Interest expense			(9,005	)		(25,653	)			(17,650	)		(10,358	)		(9,005	)
Income (loss) before income taxes			24,953			(65,803	)
Provision for income taxes			1,379			887
​								​		​	​		​	​		​	​
Income before income taxes and income from equity investees										2,331			31,812			23,784
Benefit (provision) for income taxes										26,618			(1,491	)		(1,379	)
Income from equity investees										2,674			1,877			1,169
Net income (loss)		$	23,574		$	(66,690	)
​								​		​	​		​	​		​	​
Net income									$	31,623		$	32,198		$	23,574
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes of $(133), $55 and $(55), respectively										(415	)		143			(136	)
Equity interest in investee's unrealized gain (loss) on investments										(50	)		22			77
Net income (loss) per common share:
​								​		​	​		​	​		​	​
Other comprehensive income (loss)										(465	)		165			(59	)
​								​		​	​		​	​		​	​
Comprehensive income									$	31,158		$	32,363		$	23,515
​								​		​	​		​	​		​	​
​								​		​	​		​	​		​	​
Net income per common share:
Basic and diluted		$	0.98		$	(3.84	)		$	1.06		$	1.12		$	0.98
​								​		​	​		​	​		​	​
​								​		​	​		​	​		​	​

   

The accompanying notes are an integral part of these consolidated financial statements.




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TravelCenters of America LLC

Consolidated Statements of Cash Flows

(in thousands)


		Years Ended December 31,							Years Ended December 31,
		2011			2010				2013			2012			2011
Cash flows from operating activities:
Net income (loss)		$	23,574		$	(66,690	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income									$	31,623		$	32,198		$	23,574
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash rent expense			(4,946	)		60,459				(8,828	)		(9,628	)		(4,946	)
Share based compensation expense			2,435			1,745				4,183			2,470			2,435
Depreciation and amortization			47,466			44,116
Depreciation and amortization expense										58,928			51,534			47,466
Income from equity investees			(1,169	)		(757	)			(2,674	)		(1,877	)		(1,169	)
Distribution from equity investee										—			4,800			—
Amortization of deferred financing costs			403			285				667			352			403
Deferred income tax provision			429			207
Deferred income tax (benefit) provision										(29,386	)		641			429
Provision for (recovery of) doubtful accounts			99			(183	)			(274	)		349			99
Cash received for tenant improvements			—			7,015
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable			(48,444	)		(10,250	)			2,138			24,200			(48,444	)
Inventories			(27,048	)		(10,589	)			(2,411	)		(17,045	)		(27,048	)
Other assets			(6,916	)		(7,551	)			8,309			6,529			(6,916	)
Accounts payable and other liabilities			43,847			11,247				9,543			(13,131	)		43,847
Other, net			411			879				(305	)		1,680			411
​								​		​	​		​	​		​	​
Net cash provided by operating activities			30,141			29,933				71,513			83,072			30,141
​								​		​	​		​	​		​	​
Cash flows from investing activities:
Proceeds from sales of improvements to HPT			69,122			—				77,593			68,156			69,122
Acquisitions of businesses, net of cash acquired			(31,216	)		—				(109,978	)		(52,070	)		(31,216	)
Capital expenditures			(124,851	)		(59,485	)			(164,242	)		(188,694	)		(124,851	)
Proceeds from asset sales			147			17				588			134			147
Distribution received from equity investee			—			960
Investment in equity investee			—			(76	)
​								​		​	​		​	​		​	​
Net cash used in investing activities			(86,798	)		(58,584	)			(196,039	)		(172,474	)		(86,798	)
​								​		​	​		​	​		​	​
Cash flows from financing activities:
Proceeds from issuance of common shares, net			53,135			—
Proceeds from issuance of common shares, net of offering costs										65,102			—			53,135
Proceeds from Senior Notes issuance										110,000			—			—
Proceeds from borrowings under credit facility			1,000			—				—			—			1,000
Repayment of borrowings under credit facility			(1,000	)		—				—			—			(1,000	)
Payment of deferred financing fees			(1,542	)		—				(4,750	)		(187	)		(1,542	)
Sale/leaseback financing obligation payments			(2,046	)		(1,628	)
Proceeds from sale-leaseback transactions with HPT										6,319			8,598			—
Sale-leaseback financing obligation payments										(1,644	)		(2,089	)		(2,046	)
Net cash provided by (used in) financing activities			49,547			(1,628	)
​								​		​	​		​	​		​	​
Net cash provided by financing activities										175,027			6,322			49,547
​								​		​	​		​	​		​	​
Effect of exchange rate changes on cash			(31	)		43				(33	)		14			(31	)
Net decrease in cash and cash equivalents			(7,141	)		(30,236	)
Cash and cash equivalents at the beginning of the period			125,396			155,632
​								​		​	​		​	​		​	​
Net increase (decrease) in cash and cash equivalents										50,468			(83,066	)		(7,141	)
Cash and cash equivalents at the beginning of the year										35,189			118,255			125,396
Cash and cash equivalents at the end of the period		$	118,255		$	125,396
​								​		​	​		​	​		​	​
Cash and cash equivalents at the end of the year									$	85,657		$	35,189		$	118,255
​								​		​	​		​	​		​	​
​								​		​	​		​	​		​	​
Supplemental disclosure of cash flow information:
Interest paid (including rent classified as interest)		$	10,462		$	23,826
Interest paid (including rent classified as interest and net of capitalized interest)									$	15,226		$	10,227		$	10,462
Income taxes paid (net of refunds)			658			859				750			1,127			658

   

The accompanying notes are an integral part of these consolidated financial statements.




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TravelCenters of America LLC

Consolidated Statements of Shareholders' Equity

(in thousands, except share data)


		Number of Common Shares			Common Shares			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders' Equity
December 31, 2009			17,269,646		$	545,321		$	815		$	(242,053	)	$	304,083
Grants under share award plan and share based compensation, net of forfeitures			746,550			1,745			—			—			1,745
Net loss			—			—			—			(66,690	)		(66,690	)
Foreign currency translation adjustment, net of tax of $132			—			—			378			—			378
Comprehensive loss			—			—			—			—			(66,312	)
																		Number of Common Shares			Common Shares			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders' Equity
December 31, 2010			18,016,196			547,066			1,193			(308,743	)		239,516				18,016,196		$	547,066		$	1,193		$	(308,743	)	$	239,516
Grants under share award plan and share based compensation, net of forfeitures			759,475			2,435			—			—			2,435				759,475			2,435			—			—			2,435
Shares issued in public offering			10,000,000			53,135			—			—			53,135				10,000,000			53,135			—			—			53,135
Other comprehensive loss, net of tax																			—			—			(59	)		—			(59	)
Net income			—			—			—			23,574			23,574				—			—			—			23,574			23,574
Foreign currency translation adjustment, net of tax of $(55)			—			—			(59	)		—			(59	)
Comprehensive income			—			—			—			—			23,515
​																	​		​	​		​	​		​	​		​	​		​	​
December 31, 2011																			28,775,671			602,636			1,134			(285,169	)		318,601
Grants under share award plan and share based compensation, net of forfeitures																			760,795			2,470			—			—			2,470
Other comprehensive income, net of tax																			—			—			165			—			165
Net income																			—			—			—			32,198			32,198
December 31, 2011			28,775,671		$	602,636		$	1,134		$	(285,169	)	$	318,601
​																	​		​	​		​	​		​	​		​	​		​	​
December 31, 2012																			29,536,466			605,106			1,299			(252,971	)		353,434
Grants under share award plan and share based compensation, net of forfeitures																			613,900			4,183			—			—			4,183
Shares issued in public offering, net of offering costs																			7,475,000			65,102			—			—			65,102
Other comprehensive loss, net of tax																			—			—			(465	)		—			(465	)
Net income																			—			—			—			31,623			31,623
​																	​		​	​		​	​		​	​		​	​		​	​
December 31, 2013																			37,625,366		$	674,391		$	834		$	(221,348	)	$	453,877
​																	​		​	​		​	​		​	​		​	​		​	​
​																	​		​	​		​	​		​	​		​	​		​	​

   

The accompanying notes are an integral part of these consolidated financial statements.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements

(in thousands, except share and per share amounts)


1. Basis of Presentation, Business Description and Organization

        TravelCenters of America LLC, which we refer to as the Company or we, us and our, operates and franchises travel centers under the "TravelCenters of America," "TA" or related brand names, or the TA brand, and the "Petro Stopping Centers" and "Petro" brandsbrand names, or the Petro brand, primarily along the U.S. interstate highway system. Our travel center customers include long haul trucking fleets and their drivers, independent truck drivers and motorists. We also operate convenience stores with retail gasoline stations, primarily under the Minit Mart brand name, that generally serve motorists.

        At December 31, 2011,2013, our geographically diverse business included 237247 travel centers in 4142 U.S. states and in Canada.Canada, including 172 travel centers operating under the TA or related brands, and 75 travel centers operating under the Petro brand. As of December 31, 2011,2013, we operated 194217 of these travel centers, which we refer to as Companycompany operated sites, and our franchisees operated 4330 of these travel centers including 10centers. Of our 247 travel centers which ourat December 31, 2013, we owned 33, we leased or managed 189 from or for others, including 184 that we leased from Hospitality Properties Trust, or HPT, and franchisees owned or leased from others 25. We sublease from us and 33to franchisees five of the travel centers which our franchisees own orwe lease from other parties.HPT.

        Our average travel center includescenters typically include over 2325 acres of land and provides ouroffer customers with diesel fuel and gasoline as well as nonfuel products and services such as truck repair and maintenance services, a full service restaurant, one or morerestaurants, quick service restaurants, a travel and convenience storestores and other driver amenities. We also collect rents, royalties and franchise royaltiesother fees from our franchisees.

        As of December 31, 2013, we operated 34 convenience stores in four states, primarily Kentucky. Our typical convenience store includes ten fueling positions and approximately 5,000 square feet of interior space offering merchandise and QSRs. Of our 34 convenience stores at December 31, 2013, we owned 27, we leased five, including one that we leased from HPT, and we operated two for a joint venture in which we own a minority interest.

        We were formed as a Delaware limited liability company on October 10, 2006. Our initial nominal capitalization was provided2006, by Hospitality Properties Trust, or HPT, on our formation date.HPT. We were a wholly owned, indirect subsidiary of HPT, and we conducted no business activities until January 31, 2007.

On January 31, 2007, HPT acquired TravelCenters of America, Inc., our predecessor, through a merger of one of its subsidiaries with TravelCenters of America, Inc. HPT then restructured the business of our predecessor and distributed our then outstanding shares to its shareholders in a spin off transaction. The principal effects of the restructuring were that (i) our predecessor became our 100% owned subsidiary, (ii) subsidiaries of HPT became owners of the real estate at substantially all of the travel centers and certain other assets previously owned by our predecessor as of January 31, 2007, (iii) we entered a lease for that real estate and those other assets, which we refer to as the TA Lease, and (iv) all of the outstanding indebtedness of our predecessor was repaid in full. Herein we refer to this series of transactions as the HPT Transaction. We retained the balance of the assets previously owned by our predecessor and continue their operation.

        On May 30, 2007, we acquired Petro Stopping Centers, L.P., or Petro, from Petro Stopping Centers Holdings, L.P., or Petro Holdings. Also on May 30, 2007, HPT acquired Petro Holdings, which owned the real estate of 40 Petro travel centers. Simultaneously with HPT's acquisition of this real estate, we leased these 40 travel centers from HPT. We refer to this lease as the Petro Lease and we refer to the TA Lease and the Petro Lease collectively as the HPT Leases. Herein we refer to our acquisition of Petro as the Petro Acquisition.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies

        Principles of Consolidation.    Our consolidated financial statements include the accounts of TravelCenters of America LLC and its wholly owned domestic and foreign subsidiaries (collectively, we, us or the Company) after eliminating. All intercompany transactions profits and balances.balances with or among our consolidated subsidiaries have been eliminated. We use the equity method of accounting for investments in entities when we have the ability to significantly influence, but not control, the investee's operating and financial policies, typically when we own 20% to 50% of the investee's voting stock. See Note 1716 for more information about our equity investments.

        Use of Estimates.    The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Segment Reporting.    We manage our business on the basis of one operating segment and, therefore, have one reportable segment. Our locations sell similar products and services, use similar processes to sell those products and services, and sell their products and services to similar groups of customers. We make specific disclosures concerning fuel and nonfuel products and services because it facilitates our discussion of trends and operational initiatives within our business and industry. We have a single travel center located in a foreign country, Canada, and, accordingly, the revenues and assets related to our operations in Canada are considered to be not material.

Revenue Recognition.    We recognize sales revenues and related costs at the time of final sale to consumers at our company operated locations for retail fuel and nonfuel sales and at the time of delivery of motor fuel to customers at either the terminal or the customer's facility for wholesale fuel sales and at the time of final sale to consumers at our company operated travel centers for retail fuel and nonfuel sales. We record the estimated cost to us of the redemption by customers of our loyalty program points as a discount against gross sales in determining net sales presented in our consolidated statement of operations.income and comprehensive income.

        For those travel centers that we sublease to a franchisee, we recognize rent revenue based on the amount of rent payment due for each period. These leases specify rent increases each year based on inflation rates for the respective periods or capital improvements we make at the travel center. Because the rent increases related to these factors are contingent upon future events, we recognize the related rent revenue whenafter such events have occurred.

        We collect and recognize franchise royalty revenues monthly as earned. We determine royalty revenues as a percentage of the franchisees' revenues. We recognize initial franchise fee revenues when the franchisee opens for business under our brand name, which is when we have fulfilled all of our initial obligations under the related agreements.

        Motor Fuel and Sales Taxes.    We collect the cost of certain motor fuel and sales taxes from consumers and remit those amounts to the supplier or the appropriate governmental agency. We excludepresent these collections and remittances fromnet in the accompanying consolidated statements of operations.income and comprehensive income.

        Earnings Per Share.    We calculate basic earnings per common share by dividing net income or loss available to common shareholders (and, if applicable, income from continuing operations, cumulative effect of a change in accounting, extraordinary items and/orand discontinued operations) for the period by the weighted average number of common shares outstanding during the year. We calculate diluted earnings per common share by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive share securities, using the treasury stock method; but we have no dilutive share securities outstanding at this time. Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings with all of our other common shares and as such are included in our basic earnings per share calculation.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

weighted average number of common shares outstanding during the period. The net income or loss attributable to participating securities is deducted from our total net income or loss to determine the net income or loss attributable to common shareholders. We calculate diluted earnings per common share by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive share securities, using the treasury stock method; but we had no dilutive share securities outstanding as of December 31, 2013, nor at any time during the three year period then ended. Unvested shares issued under our share award plan are deemed participating securities because they participate equally in earnings or losses with all of our other common shares.

        Cash and Cash Equivalents.    We consider all liquid investments with an initial maturity of three months or less at date of purchase to be cash equivalents. The carrying amount of cash and cash equivalents is equal to its fair value.

        Accounts Receivable and Allowance for Doubtful Accounts.    We record trade accounts receivable at the invoiced amount and those amounts do not bear interest. The recorded allowance for doubtful accounts is our best estimate of the amount of probable losses in our existing accounts receivable. We base the allowance on customer risk assessment and historical write off experience. We individually review for collectability past due balances individually over specific amounts for collectability.amounts. We review all other balances for collectability on a pooled basis by the type of receivable. We charge off account balances against the allowance when we believe it is probable the receivable will not be recovered.

        Inventories.    We state our inventories at the lower of cost or market value. We determine cost principally on the weighted average cost method.

        Other current assets.    Other current assets primarily consisted of prepaid expenses, the current portion of expected future recoveries of environmental expenditures, and supplier deposits. The most significant item included in other current assets is supplier deposits, which amounted to $46,987$29,443 and $36,287$39,487 at December 31, 20112013 and 2010,2012, respectively.

        Property and Equipment.    We recorded property and equipment that we acquired as a result of the HPT Transaction, Petro Acquisition or any subsequent business combination based on their fair market values as of the date of the respective transaction. We charge to expense the costs we incur in evaluating and effecting a business combination, including legal fees, due diligence costs and closing costs, in the period that the costs are incurred. We record all other property and equipment at cost. We depreciate our property and equipment on a straight line basis generally over the following estimated useful lives of the assets:

Buildings and site improvements		15-4015 to 40 years
Machinery and equipment		3-153 to 15 years
Furniture and fixtures		5-105 to 10 years

        We depreciate leasehold improvements over the shorter of the lives shown above or the remaining term of the underlying lease. Although the assets related to the qualifying tenant improvements funded by HPT under the tenant improvements allowance that we had fully utilized as of September 30, 2010, are legally owned by HPT, they remained on our balance sheet after the funding by HPT and are amortized over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter, as depreciation and amortization expense. We account for these leasehold improvements funded through a rental allowance as lease incentives. Amortization expense related to assets recorded in connection with the sale/leaseback financing obligation is included in depreciation and amortization expense.

        See Note 3 for an explanation of a revision to our historical financial statements related to depreciation of leasehold improvements.

        We charge repair and maintenance costs to expense as incurred, while we capitalize major renewals and betterments. We remove from the accounts the cost and related accumulated depreciation of property and equipment sold, replaced or otherwise disposed. We recognize any resulting gains or losses in income/(loss) from operations.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

funded through a rental allowance as lease incentives. Amortization expense related to assets recorded in connection with the sale-leaseback financing obligation pertaining to certain travel centers we lease under the TA Lease is included in depreciation and amortization expense over the estimated useful lives of the assets.

        We charge repair and maintenance costs to expense as incurred, while we capitalize renewals and betterments. We remove from the accounts the cost and related accumulated depreciation of property and equipment sold, replaced or otherwise disposed. We recognize any resulting gains or losses in depreciation and amortization in the accompanying consolidated statements of income and comprehensive income.

        Capitalized Interest.    We capitalize the portion of our interest expense that is attributable under GAAP to our more significant construction projects over the duration of the respective construction periods. Capitalized interest is amortized to depreciation and amortization expense over the estimated useful life of the corresponding asset.

        Goodwill and Intangible Assets.    We initially recognize our acquired intangible assets, other than goodwill, based on their fair values in accordance with the Financial Accounting Standards Board, or FASB's, guidance regarding business combinations. This guidance requires an allocation of purchase price to all assets and liabilities acquired, including those intangible assets that arise from contractual or other legal rights or are otherwise capable of being separated or divided from the acquired entity (but excluding goodwill), based on the fair values of the acquired assets and liabilities. Any excess of acquisition cost over the fair value of the acquired net assets is recordedrecognized as goodwill. We expense as incurred the costs of internally developing, maintaining, or restoring intangible assets that are not specifically identifiable, that have indeterminate lives or that are inherent in a continuing business and related to the entity as a whole. We amortize the recorded cost of intangible assets with finite lives on a straight line basis over their estimated lives, principally the terms of the related contractual agreements giving rise to them. We do not amortize goodwill or intangible assets with indefinite lives but instead we review these assets for impairment each year (or more frequently if impairment indicators arise) for impairment.. See Note 98 for more information about our intangible assets.

        Internal Use Software Costs.    During the application development stage of an internal use computer software project, we capitalize (i) the external direct costs of materials and services consumed in developing or obtaining the internal use computer software, (ii) to the extent of time spent directly on the project, payroll costs of employees directly associated with, and who devote time to, the project, and (iii) related interest costs incurred. Internal and external costs incurred in the preliminary project stage and post-implementation stage, such as for exploring alternative technologies, vendor selection and maintenance, are expensed as incurred, as are all training costs. We account for the costs of significant upgrades and enhancements that result in additional functionality in the same manner as similar costs for new software projects. We expense as incurred the costs of all other upgrades and enhancements. The amounts capitalized in accordance with this policy are included in the property and equipment balances in our consolidated balance sheet.sheets.

        ImpairmentImpairment.    We review definite lived assets for indicators of Long Lived Assets.impairment during each reporting period. We recognize impairment charges when (a) the carrying value of a long lived or indefinite lived asset group to be held and used in the business is not recoverable and exceeds its fair value and (b) when the carrying value of a long lived asset to be disposed of exceeds the estimated fair value of




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

the asset less the estimated cost to sell the asset. Our estimates of fair value are based on our estimates of likely market participant assumptions, including with respect to projected operating results, rental payments and the discount rate used to measure the present value of projected future cash flows. If the business climate deteriorates our actual results may not be consistent with these assumptions and estimates. We recognize such impairment charges in the period during which the circumstances surrounding an asset to be held and used have changed such that the carrying value is no longer recoverable, or during which a commitment to a plan to dispose of the asset is made. The lowest level of asset groupings for which the cash flows are largely independent of the cash flows of other assets and liabilities is the individual travel centerlocation and, accordingly, it is at the individual travel centerlocation level that we perform our impairment analysis. In addition,analysis for substantially all of our property and equipment.

        We evaluate definite lived intangible assets for impairment when indicators exist and we evaluate goodwill and indefinite lived intangible assets for impairment at least annually. GAAP permits that we first perform a qualitative assessment to determine whether a quantitative assessment is required. We subject goodwill and intangible assets to further evaluation and recognize impairment charges when events and circumstances indicate the carrying value of the goodwill or intangible asset exceeds the fair market value of the asset. With respect to goodwill, if we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of impairment to be recognized, if any. In the first step of the review process, we compare the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, we recognize an impairment loss for the excess, if any, of the carrying value over the implied fair value of the reporting unit's goodwill amount. We determine the estimated fair value of a reporting unit using a combination of market and income approaches. We include impairment charges, when required, in depreciation and amortization expense in our consolidated statementstatements of operations. See




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except shareincome and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Note 3 below for an explanation of a revision to our historical financial statements related to impairment of long lived assets.comprehensive income.

        Deferred Financing Costs.    We capitalize costs incurred to borrow and we amortize those costs as interest expense over the term of the related borrowing.borrowing using the effective interest method. Deferred financing costs were $1,676$5,594 and $539$1,511 at December 31, 20112013 and 2010,2012, respectively, net of accumulated amortization of $64$1,083 and $851,$416, respectively, and are included in other noncurrent assets in our consolidated balance sheet.sheets. We recognized $107 of expense to write off deferred financing fees when we entered into an amended and restated loan and security agreement, or the credit facility, in October 2011 and we capitalized $1,542 of costs related to entering the credit facility in 2011. FutureIn 2012 we capitalized $165 of costs related to the issuance of our 8.25% Senior Notes due on January 15, 2028, or the Senior Notes, and in 2013 capitalized an additional $4,750 of costs related to the Senior Notes offering. We estimate we will recognize future amortization of deferred financing fees to beof approximately $680 in 2014 and 2015, $616 in 2016 and $328 in 2017 and 2018. We recognized by us duringinterest expense from the termamortization of the credit facility is approximately $348 in eachdeferred financing fees, of $667, $352 and $403 for the years fromended December 31, 2013, 2012 through 2015 and $284 in 2016.2011, respectively.

        Classification of Costs and Expenses.    Cost of goods sold (excluding depreciation) represents the costs of fuels and other products sold, including freight. Site level operating expenses principally represent costs incurred in operating our travel centers,locations, consisting primarily of labor (including labor that is sold as service in our truck service facilities), maintenance, supplies, utilities, property taxes, inventory losses, environmental costs, and credit card transaction fees.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        Share Based Employee Compensation.    We recognize compensation cost related to share based payment transactions in the financial statements based on the fair value at the grant date. The awards made under our share award plan to date have consisted of share grants and not share options. Shares issued to directors vest immediately. Shares issued to others vest in five to ten equal annual installments beginning on the date of grant. The compensation expense related to share grants is determined based on the market value of our shares on either the date of grant for employees or the vesting date for nonemployees, as appropriate, with the aggregate value of the granted shares amortized to expense over the related vesting period. We include share based compensation expense in selling, general and administrative expenses in our consolidated statementstatements of operations.income and comprehensive income.

        Environmental Remediation.    We record the expense of remediation costs and penalties when the obligation to remediate is probable and the amount of associated costs is reasonably determinable. We include remediation expenses within site level operating expenses in our consolidated statementstatements of operations.income and comprehensive income. Generally, the timing of remediation accruals coincides with completion of a feasibility study or the commitment to a formal plan of action. Accrued liabilities related to environmental matters are recorded on an undiscounted basis because of the uncertainty associated with the timing of the related future payments. We record a receivable if recoveries of remediation costs from third parties are probable. TheIn our consolidated balance sheets, the accrual for environmental matters is included in other noncurrent liabilities, in our consolidated balance sheet, with the amount estimated to be expended within the subsequent twelve months included in other current liabilities.liabilities and the related receivable for probable expected recoveries is included in other noncurrent assets.

        Self Insurance Reserves.Accruals.    WeFor insurance programs for which we pay deductibles and for which we are partially self insured with respect to general liability, workers' compensation, motor vehicle, property and group health benefits claims up to certain stop loss amounts. Weamounts, we establish provisions under these partial self insurance programsaccruals for both estimated losses on known claims and claims incurred but not reported, based on claims histories and using actuarial methods. At December 31, 2011 and 2010,In our aggregate recordedconsolidated balance sheets, the accrual for self insurance costs is included in other noncurrent liabilities, relatedwith the amount estimated to these partial self




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(be expended within the subsequent twelve months included in thousands, except share and per share amounts)other current liabilities.

2. Summary of Significant Accounting Policies (Continued)

insurance programs were $30,677 and $30,153, respectively, which amounts we believe were adequate to cover both reported and incurred but not reported claims.

        Asset Retirement Obligations.    We recognize the future costs for our obligations related to removethe removal of our underground storage tanks and to remove leaseholdcertain improvements as requiredwe own at expiration of the respective leasesleased properties over the estimated useful lives of each tank or leasehold improvement.asset requiring removal. We record a liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long lived asset at the time such an underground storage tank or leasehold improvementasset is installed. We amortize the amount recorded as property and equipment and recognize accretion expense in depreciation and amortization in our consolidated statements of income and comprehensive income in connection with the discounted liability over the lesser of the remaining life of the respective underground storage tank or the remaining term of the underlying lease.asset. We base the estimated liability on our historical experiences in removing these assets, their estimated useful lives, external estimates as to the cost to remove the assets in the future and regulatory or contractual requirements. The liability is a discounted liability using a credit adjusted risk free rate. Revisions to the liability could occur due to changes in removal costs, asset useful lives or if new regulations regarding the removal of suchunderground storage tanks are enacted and/or amendments to the lease contracts are negotiated. See Note 87 for more information about our asset retirement obligations.




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TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

        Leasing Transactions.    Leasing transactions are a material part of our business. The following discussion summarizes various aspects of our accounting for leasing transactions and the related balances.

•

Operating Lease Expense.  We charge rent under operating leases without scheduled rent increases to expense over the lease term as it becomes payable. Certain operating leases specify scheduled rent increases over the lease term or other lease payments that are not scheduled evenly throughout the lease term. We recognize the effects of those scheduled rent increases in rent expense over the lease term on an average, or straight line, basis. The rent payments resulting from our sales to HPT of improvements to the properties we lease from HPT are contingent rent. Other than at the travel centers discussed below under "Sale-leaseback Financing Obligation," we recognize the expense related to this contingent rent evenly throughout the remaining lease term beginning on the dates of the related sales to HPT.



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Leasehold improvements receivable.  In connection with the commitment by HPT to fund up to $125,000 of capital projects at the sites we lease under the TA Lease, we recognized a receivable of the discounted value of the expected future amounts to be received from HPT, based upon our expected timing of receipt of these future payments. We accreted this receivable over the time this receivable was expected to be received, and such accretion was recognized as interest income. The receivable was fully accreted and collected from HPT by September 30, 2010.



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Sale/leasebackSale-leaseback Financing Obligation.  GAAP governing the transactions related to our entering the TA Lease required us to recognize in our consolidated balance sheetsheets the leased assets at thirteen13 of the travel centers previously owned by our predecessor that we now lease from HPT because we subleasesubleased more than a minor portion of those travel centers to third parties, and at one travel center that did not qualify for operating lease treatment for other reasons. WeAccordingly, we recorded the leased assets at these travel centers at an amount equal to HPT's recorded initial carrying amounts, which were equal to their fair values, and recognized an equal amount of liability that is presented as sale/leasebacksale-leaseback financing obligation in our consolidated balance sheet.sheets. We recognize a portion of the total rent payments to HPT related to these assets as a reduction of the sale/leasebacksale-leaseback financing obligation and a portion as interest expense in our consolidated statements of operations.income and comprehensive income. We determineddetermine the allocation of these rent payments to the liability and to interest expense using the effective interest method. See Note 3The assets and liabilities resulting from this accounting for the affected sites are derecognized when the subleases end and we defer any resulting gain or loss, as further discussed below under "Deferred Gain on Sale-Leaseback Transactions". At sites for which we have recorded a sale-leaseback financing obligation, we follow this same accounting when we sell to HPT improvements at those sites; the assets remain on our balance sheet and we recognize an explanationincrease in the sale-leaseback financing obligation for the amount of proceeds received.





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Table of ContentsDeferred Gain on Sale-Leaseback Transactions.


TravelCenters of America LLC

Notes to Consolidated Financial Statements (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

  Under GAAP, the gain or loss from the sale portion of a revision to our historical financial statements related to interestsale-leaseback transaction is deferred and amortized into rent expense recorded foron a straight line basis over the sale/leaseback financing obligation.

term of the lease.



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Deferred Tenant Improvements Allowance.  In connection with the commitment by HPT committed to fund up to $125,000 of capital projects at the sites we lease under the TA Lease without an increase in rent payable by us, which amount HPT had fully funded by September 30, 2010, net of discounting to reflect our accelerated receipt of those funds. In connection with this commitment, we recognized a liability for the deferred rent deemed to be related to this tenant improvementsimprovement allowance. This deferred tenant improvementsimprovement allowance was initially recorded at an amount equal to the leasehold improvements receivable we recognized for the discounted value of the then expected future amounts to be received from HPT, based upon our then expected timing of receipt of those tenant improvements funding payments. We amortize the deferred tenant improvements allowance on a straight line basis over the term of the TA Lease as a reduction of rent expense.