Indicate by check mark whether the ~~registrant~~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 ☐ No

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 RegulationS-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 ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). ☐ Yes ☒ No

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


							September 30,			December 31,
	March 31, 2017			December 31, 2016			2017			2016
ASSETS:
Property and equipment, net of accumulated depreciation	$	2,007,773		$	1,998,012		$	2,044,443		$	1,998,012
Cash and cash equivalents - unrestricted		33,979			59,128			62,672			59,128
Cash and cash equivalents - restricted		19,204			22,062			14,703			22,062
Notes receivable		152,604			152,882			150,493			152,882
Investment in Gaylord Rockies joint venture		87,235			70,440			88,378			70,440
Trade receivables, less allowance of $581 and $629, respectively		66,834			47,818
Trade receivables, less allowance of $611 and $629, respectively								56,684			47,818
Prepaid expenses and other assets		56,179			55,411			75,129			55,411

Total assets	$	2,423,808		$	2,405,753		$	2,492,502		$	2,405,753

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	1,536,812		$	1,502,554		$	1,566,754		$	1,502,554
Accounts payable and accrued liabilities		154,730			163,205			198,290			163,205
Dividends payable		41,511			39,404			41,866			39,404
Deferred management rights proceeds		179,330			180,088			177,815			180,088
Deferred income tax liabilities, net		1,282			1,469			969			1,469
Other liabilities		152,662			151,036			155,412			151,036
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding		—			—			—			—
Common stock, $.01 par value, 400,000 shares authorized, 51,100 and 51,017 shares issued and outstanding, respectively		511			510
Common stock, $.01 par value, 400,000 shares authorized, 51,196 and 51,017 shares issued and outstanding, respectively								512			510
Additionalpaid-in capital		891,191			893,102			894,883			893,102
Treasury stock of 541 shares, at cost		(11,542	)		(11,542	)		(11,542	)		(11,542	)
Accumulated deficit		(500,422	)		(491,805	)		(511,798	)		(491,805	)
Accumulated other comprehensive loss		(22,257	)		(22,268	)		(20,659	)		(22,268	)

Total stockholders’ equity		357,481			367,997			351,396			367,997

Total liabilities and stockholders’ equity	$	2,423,808		$	2,405,753		$	2,492,502		$	2,405,753

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


	Three Months Ended						Three Months Ended							Nine Months Ended
	March 31,						September 30,							September 30,
	2017			2016			2017				2016			2017			2016
Revenues:
Rooms	$	103,369		$	96,969		$	100,534			$	101,085		$	314,577		$	309,385
Food and beverage		126,169			122,233			104,437				113,100			359,047			362,550
Other hotel revenue		24,616			24,989			24,619				26,834			73,493			75,604
Entertainment		21,888			17,306			35,134				30,701			92,427			81,893

Total revenues		276,042			261,497			264,724				271,720			839,544			829,432

Operating expenses:										��
Rooms		28,028			25,981			27,575				28,371			83,962			82,492
Food and beverage		69,157			68,257			62,649				64,790			200,091			201,045
Other hotel expenses		74,073			72,688			72,119				73,331			219,580			219,510
Management fees, net		5,531			5,337			4,708				4,408			16,417			15,246

Total hotel operating expenses		176,789			172,263			167,051				170,900			520,050			518,293
Entertainment		16,825			14,696			22,621				19,100			61,559			54,630
Corporate		7,515			6,971			9,220				8,447			24,324			22,315
Preopening costs		216			—			877				—			1,587			—
Depreciation and amortization		27,637			28,773			28,546				26,706			83,862			81,888

Total operating expenses		228,982			222,703			228,315				225,153			691,382			677,126

Operating income		47,060			38,794			36,409				46,567			148,162			152,306
Interest expense		(15,864	)		(16,039	)		(16,621	)			(15,947	)		(49,640	)		(48,002	)
Interest income		2,948			3,143			2,957				2,965			8,874			9,116
Loss from joint ventures		(774	)		(390	)		(899	)			(638	)		(2,616	)		(2,086	)
Other gains and (losses), net		(157	)		(47	)		2,554				2,468			1,024			2,288

Income before income taxes		33,213			25,461			24,400				35,415			105,804			113,622

(Provision) benefit for income taxes		(593	)		885
Provision for income taxes								(530	)			(1,822	)		(2,022	)		(2,352	)

Net income	$	32,620		$	26,346		$	23,870			$	33,593		$	103,782		$	111,270

Basic income per share	$	0.64		$	0.52		$	0.47			$	0.66		$	2.03		$	2.18

Fully diluted income per share	$	0.63		$	0.51		$	0.46			$	0.66		$	2.02		$	2.17

Dividends declared per common share	$	0.80		$	0.75		$	0.80			$	0.75		$	2.40		$	2.25

Comprehensive income, net of taxes	$	32,631		$	26,391		$	25,434			$	29,979		$	105,391		$	107,704

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


	Three Months Ended						Nine Months Ended
	March 31,						September 30,
	2017			2016			2017			2016
Cash Flows from Operating Activities:
Net income	$	32,620		$	26,346		$	103,782		$	111,270
Amounts to reconcile net income to net cash flows provided by operating activities:
Benefit for deferred income taxes		(187	)		(1,461	)
Provision (benefit) for deferred income taxes								(500	)		279
Depreciation and amortization		27,637			28,773			83,862			81,888
Amortization of deferred financing costs		1,263			1,216			3,958			3,647
Write-off of deferred financing costs								925			—
Stock-based compensation expense		1,569			1,549			4,954			4,594
Changes in:
Trade receivables		(19,016	)		(6,274	)		(8,865	)		(3,220	)
Accounts payable and accrued liabilities		(8,261	)		(668	)		31,994			2,647
Other assets and liabilities		2,696			3,792			(4,340	)		(1,989	)

Net cash flows provided by operating activities		38,321			53,273			215,770			199,116

Cash Flows from Investing Activities:
Purchases of property and equipment		(37,710	)		(13,240	)		(127,148	)		(84,557	)
Investment in Gaylord Rockies joint venture		(16,309	)		(21,523	)		(16,309	)		(50,443	)
Investment in other joint ventures								(6,819	)		(750	)
Proceeds from sale of Peterson LOI		—			6,785			—			6,785
(Increase) decrease in restricted cash and cash equivalents		2,858			(7,603	)		7,359			(3,517	)
Other investing activities		(2,691	)		(1,575	)		(4,139	)		1,023

Net cash flows used in investing activities		(53,852	)		(37,156	)		(147,056	)		(131,459	)

Cash Flows from Financing Activities:
Net borrowings under credit facility		33,000			54,000
Net borrowings (repayments) under revolving credit facility								(235,900	)		60,500
Borrowings under term loan A								200,000			—
Borrowings under term loan B								500,000			—
Repayments under term loan B								(392,500	)		(3,000	)
Deferred financing costs paid								(12,268	)		—
Repayment of note payable related to purchase of AC Hotel		—			(6,000	)		—			(6,000	)
Repurchase of Company stock for retirement		—			(24,811	)		—			(24,811	)
Payment of dividends		(38,900	)		(36,433	)		(120,740	)		(112,900	)
Payment of tax withholdings for share-based compensation		(3,741	)		(2,921	)		(3,775	)		(3,150	)
Other financing activities		23			907			13			1,271

Net cash flows used in financing activities		(9,618	)		(15,258	)		(65,170	)		(88,090	)

Net change in cash and cash equivalents		(25,149	)		859			3,544			(20,433	)
Cash and cash equivalents - unrestricted, beginning of period		59,128			56,291			59,128			56,291

Cash and cash equivalents - unrestricted, end of period	$	33,979		$	57,150		$	62,672		$	35,858

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

On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned assets managed by Marriott include Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”), the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National. The Company also owns and operates media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; andWSM-AM, the Opry’s radio home.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, 2016. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

The Company conducts its business through an umbrella partnership REIT, in which substantially all of its assets are held by, and all of its operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”) that the Company formed in connection with its REIT conversion. Ryman is the sole limited partner of the Operating Partnership and currently owns, either directly or indirectly, all of the partnership units of the Operating Partnership. RHP Finance Corporation, a Delaware corporation (“Finco”), was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being ~~an issuer~~aco-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form10-Q and Ryman’s other reports, documents or other information filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

The Company principally operates, through its subsidiaries and its property managers, as applicable, in the following business segments: Hospitality, Entertainment, and Corporate and Other.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)No. 2014-09, “Revenue from Contracts with Customers,” the core principle of which is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under this guidance, companies will need to use more judgment and make more estimates than under today’s guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2018, and the Company plans to adopt this standard at that time using the modified retrospective approach. ~~During 2016, the Company formed a project implementation team which formulated a project timeline under which this new standard is being evaluated. To date, the~~The Company has completed a revenue stream scoping process and has ~~begun evaluations as to~~made significant progress toward completing its assessment of how the new ASU will impact the amount and timing of the various revenue streams recorded in its financial statements. While the Company is still finalizing the assessment in conjunction with Marriott, due to the short-term,day-to-day nature of the Company’s hospitality and entertainment segment revenues, the pattern of revenue recognition is not expected to change significantly.

In February 2016, the FASB issued ASUNo. 2016-02, “Leases,” that requires lessees to put most leases on their balance sheet, but recognize expenses on their income statements in a manner similar to previous accounting. The ASU also eliminates the required use of bright-line tests for determining lease classification. The ASU is effective for the Company in the first quarter of ~~2019.~~2019 and requires a modified retrospective approach, with restatement of prior periods. The ~~Company is currently evaluating~~primary impact of the ~~effects of this ASU on its financial statements, and, other than~~adoption will be the inclusion of ~~operating leases~~the Company’s75-year ground lease at Gaylord Palms on ~~the Company’s~~its balance ~~sheet, such effects have not yet been determined.~~sheet. See Note 12 in the Company’s Annual Report on Form10-K for the year ended December 31, 2016 for a further disclosure of the Company’s outstanding leases.

In June 2016, the FASB issued ASUNo. 2016-13, “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” which will change how entities ~~will~~ measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU will replace the current “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables,held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The ASU is effective for the Company in the first quarter of 2020. The Company is currently evaluating the effects of this ASU on its financial statements, and such effects have not yet been determined.

In March 2017, the FASB issued ASUNo. 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which will change how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of benefits in the income statement. Under the new guidance, the service cost component of net periodic benefit cost will be presented in the same income statement line item(s) as other employee compensation costs. In addition, the other components of net periodic benefit cost will be presented separately from service cost and outside of operating income. The ASU is effective for the Company in the first quarter of 2018, and this adoption will not have a material impact on the Company’s financial statements.

The weighted average number of common shares outstanding is calculated as follows (in thousands):

The Company’s balance in accumulated other comprehensive loss is composed of amounts related to the Company’s minimum pension liability. During the three months and nine months ended September 30, 2017, the Company recorded $1.6 million in other comprehensive income, and during the three months and nine months ended September 30, 2016, the Company recorded $3.7 million in other comprehensive loss, which primarily represents the changes in the Company’s pension plan liability as described in Note 10.

Property and equipment at ~~March 31,~~September 30, 2017 and December 31, 2016 is recorded at cost and summarized as follows (in thousands):


	March 31,			December 31,			September 30,			December 31,
	2017			2016			2017			2016
Land and land improvements	$	266,368		$	266,053		$	266,427		$	266,053
Buildings		2,405,617			2,398,117			2,436,294			2,398,117
Furniture, fixtures and equipment		617,617			604,876			636,362			604,876
Construction-in-progress		66,087			50,273			106,245			50,273

		3,355,689			3,319,319			3,445,328			3,319,319
Accumulated depreciation		(1,347,916	)		(1,321,307	)		(1,400,885	)		(1,321,307	)

Property and equipment, net	$	2,007,773		$	1,998,012		$	2,044,443		$	1,998,012

4.In June 2017, the Company entered into an agreement with the Industrial Development Board of the Metropolitan Government of Nashville and Davidson County (the “Board”) to implement a tax abatement plan related to Gaylord Opryland. The tax abatement plan provides for the capping of real property taxes for a period of eight years by legally transferring title to the Gaylord Opryland real property to the Board. The Board financed the acquisition of the Gaylord Opryland real property by issuing a $650 million industrial revenue bond to the Company. The Board then leased this property back to the Company. The Company is obligated to make lease payments equal to the debt service on the industrial revenue bond. No cash was exchanged and no cash will be exchanged in connection with the Company’s lease payments under the lease. The tax abatement period extends through the term of the lease, which coincides with the nine-year maturity of the bond. At any time, the Company has the option to repurchase the real property at a de minimis amount.

Due to the form of these transactions, the Company has not recorded the bond or the lease obligation associated with the sale lease-back transaction, and the cost of the Gaylord Opryland real property remains recorded on the balance sheet and is being depreciated over its estimated useful life.

As further discussed in the Company’s Annual Report on Form10-K for the year ended December 31, 2016, in connection with the development of Gaylord National, the Company is currently holding two issuances of governmental bonds and receives debt service thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity date. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes.

During the three months ended ~~March 31,~~September 30, 2017 and 2016, the Company recorded interest income of $2.9 million and ~~$3.1~~$3.0 million, respectively, on these bonds. During the nine months ended September 30, 2017 and 2016, the Company recorded interest income of $8.7 million and $9.0 million, respectively, on these bonds. The Company received payments of ~~$3.2 million and $3.3~~$11.1 million during each of the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively, relating to these notes receivable. See additional discussion regarding the fair value of these notes receivable in Note ~~13.~~14.

In March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by Marriott pursuant to a long-term management contract and is expected to consist of a1,500-room resort hotel with over 485,000 square feet of exhibition, meeting,pre-function and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million.

The Company owns a 35% interest in a limited liability company ~~which will own~~that owns the real property comprising the hotel, which the Company purchased for a capital contribution of approximately $86.5 million, of which the final portion was funded in the first quarter of 2017. The Company also owns a 35% interest in a limited liability company which will lease the hotel from the property owner and assume the Marriott management agreement prior to the opening of the hotel.

A subsidiary of the Company is providing designated asset management services on behalf of the hotel during the~~pre-construction~~ construction period in exchange for a flat fee and after opening of the hotel in exchange for a fee based on the hotel’s gross revenues on an annual basis.

In connection with the agreements, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guarantee of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon the hotel’s satisfaction of designated debt service coverage requirements following completion and opening of the hotel. The Company has also provided a completion guarantee under the construction loan capped at its pro rata share of all costs necessary to complete the project within the time specified in the joint venture’s loan documents. Further, the Company has agreed to a guarantee capped at its pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guarantees related to the construction loan, the Company agreed to provide a guarantee of the mezzanine debt related to the hotel including a payment guarantee capped at $8.75 million for which the Company is only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guarantees and liens. The guarantee related to the mezzanine debt also includes an uncapped completion guarantee and an uncapped guarantee of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guarantees related to the construction loan. As of ~~March 31,~~September 30, 2017, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees.

The Company’s debt and capital lease obligations at ~~March 31,~~September 30, 2017 and December 31, 2016 consisted of (in thousands):

The majority of amounts due within one year consist of the amortization payments for the Term Loan B of 1.0% of the original principal balance, as described below.

At ~~March 31,~~September 30, 2017, the Company was in compliance with all of its covenants related to its outstanding debt.

On May 11, 2017, the Company entered into a Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, which amends and restates the Company’s existing credit facility. In addition, on May 23, 2017, the Company entered into an Amendment No. 1 (the “Amendment”) to the Amended Credit Agreement among the same parties. As amended, the Company’s credit facility consists of a $700.0 million senior secured revolving credit facility (the “Revolver”), a new $200.0 million senior secured term loan A (the “Term Loan A”), and an increased $500.0 million senior secured term loan B (the “Term Loan B”), each as discussed below.

Each of the Revolver, Term Loan A and Term Loan B is guaranteed by the Company, each of the four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries. Each is secured by (i) a first mortgage lien on the real property of each of the Gaylord Hotels properties, (ii) pledges of equity interests in the Company’s subsidiaries that own the Gaylord Hotels properties, (iii) the personal property of the Company, the Operating Partnership and the subsidiaries that guarantee the Amended Credit Agreement and (iv) all proceeds and products from the Company’s Gaylord Hotels properties. Advances are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event one of the Gaylord Hotel properties is sold).

7.In addition, each of the Revolver, Term Loan A and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements.

If an event of default shall occur and be continuing under the Amended Credit Agreement, the commitments under the Amended Credit Agreement may be terminated and the principal amount outstanding under the Amended Credit Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

Pursuant to the Amendment, the Company extended the maturity of the Revolver to May 23, 2021. Borrowings under the Revolver bear interest at an annual rate equal to, at the Company’s option, either (i) LIBOR plus the applicable margin ranging from 1.55% to 2.40%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Amended Credit Agreement) or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, the interest rate on the Revolver is LIBOR plus 1.55%. No additional amounts were borrowed under the Revolver at closing.

The Amendment also provides for the Term Loan A, which has a maturity date of May 23, 2022. Borrowings under the Term Loan A bear interest at an annual rate equal to, at the Company’s option, either (i) LIBOR plus the applicable margin ranging from 1.50% to 2.35%, dependent upon the Company’s funded debt to total asset value ratio (as defined in the Amended Credit Agreement) or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, the interest rate on the Term Loan A was LIBOR plus 1.50%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. At closing, the Company drew down on the Term Loan A in full and proceeds were used to pay down a portion of the Revolver.

Pursuant to the Amended Credit Agreement, the Company increased its original $400 million term loan B facility to a $500 million term loan B facility and extended the maturity to May 11, 2024. Borrowings under the Term Loan B bear interest at an annual rate equal to, at the Company’s option, either (i) LIBOR plus 2.25% or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, the interest rate on the Term Loan B was LIBOR plus 2.25%. The Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $500.0 million, with the balance due at maturity. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At closing, the Company drew down on the Term Loan B in full. Net proceeds, after the repayment of the original $400 million term loan B and certain transaction expenses payable at closing, were approximately $114.3 million and were used to pay down a portion of the Revolver.

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand and rights to manage Gaylord Opryland, Gaylord Palms, Gaylord Texan and Gaylord National to Marriott for $210.0 million in cash. Effective October 1, 2012, Marriott assumed responsibility for managing theday-to-day operations of the Gaylord Hotels properties pursuant to a management agreement for each Gaylord Hotel property.

On October 1, 2012, the Company received $210.0 million in cash from Marriott in exchange for rights to manage the Gaylord Hotels properties (the “Management Rights”) and certain intellectual property (the “IP Rights”). The Company allocated $190.0 million of the purchase price to the Management Rights and $20.0 million to the IP Rights. The allocation was based on the Company’s estimates of the fair values for the respective components. The Company estimated the fair value of each component by constructing distinct discounted cash flow models.

For financial accounting purposes, the amount related to the Management Rights was deferred and is amortized on a straight line basis over the65-year term of the hotel management agreements, including extensions, as a reduction in management fee expense. The amount related to the IP Rights was recognized into income as other gains and losses during the fourth quarter of 2012.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of ~~$67.22~~$66.52 per award. There were 0.4 million and 0.5 million restricted stock units outstanding at ~~March 31,~~September 30, 2017 and December 31, ~~2016.~~2016, respectively.

The compensation expense that has been charged againstpre-tax income for all of the Company’s stock-based compensation plans was ~~$1.6~~$1.7 million and $1.5 million for the three months ended ~~March 31,~~September 30, 2017 and 2016, respectively, and $5.0 million and $4.6 million for the nine months ended September 30, 2017 and 2016, respectively.

Net periodic pension expense reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016
Interest cost	$	914		$	977		$	891		$	966		$	2,706		$	2,896
Expected return on plan assets		(1,036	)		(1,034	)		(1,051	)		(1,021	)		(3,098	)		(3,061	)
Amortization of net actuarial loss		282			292			282			307			861			921
Net settlement loss								1,218			1,567			1,218			1,567

Total net periodic pension expense	$	160		$	235		$	1,340		$	1,819		$	1,687		$	2,323

As a result of increasedlump-sum distributions from the Company’s qualified retirement plan during 2017 and 2016, net settlement losses of $1.2 million and $1.6 million were recognized in the three months and nine months ended September 30, 2017 and 2016, respectively. These net settlement losses have been classified as corporate operating expenses in the accompanying condensed consolidated statements of operations.

In addition, the increase inlump-sum distributions required the Company tore-measure its liability under its pension plan as of September 30, 2017. As a result of there-measurement, partially offset by a decrease in the pension plan’s assumed discount rate from 3.7% at December 31, 2016 to 3.3% at September 30, 2017, the Company recorded a $0.3 million decrease in its liability under the pension plan and a corresponding decrease in accumulated other comprehensive loss in the accompanying condensed consolidated balance sheet at September 30, 2017.

Net postretirement benefit income reflected in the accompanying condensed consolidated statements of operations included the following components for the respective periods (in thousands):


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016
Interest cost	$	26		$	30		$	27		$	30		$	81		$	90
Amortization of net actuarial loss		57			59			61			60			184			181
Amortization of prior service credit		(328	)		(328	)		(328	)		(328	)		(985	)		(985	)

Total net postretirement benefit income	$	(245	)	$	(239	)	$	(240	)	$	(238	)	$	(720	)	$	(714	)

The Company elected to be taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will, however, be subject to corporate income taxes onbuilt-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on the sale of certain assets occurring prior to January 1, 2018. In addition, the Company will continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).

~~For the three months ended March 31, 2017 and 2016, the~~The Company recorded an income tax ~~(provision) benefit~~provision of ~~$(0.6)~~$0.5 million and ~~$0.9~~$1.8 million for the three months ended September 30, 2017 and 2016, respectively, and $2.0 million and $2.4 million for the nine months ended September 30, 2017 and 2016, respectively, related to the current period operations of the Company. These results differ from the statutory rate primarily due to the REIT dividends paid deduction and the change in valuation allowance required at the TRSs.

At ~~March 31,~~September 30, 2017 and December 31, 2016, the Company had no unrecognized tax benefits.

The Company has entered into employment agreements with certain officers, which provide for severance payments upon certain events, including certain terminations in connection with a change of control.

The Company, in the ordinary course of business, is involved in certain legal actions and claims on a variety of matters. It is the opinion of management that such legal actions will not have a material effect on the results of operations, financial condition or liquidity of the Company.

During the three months ended March 31, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its revolving credit facility. The repurchased stock, which represents the entirety of shares that were repurchased under the authorization, was cancelled by the Company.

On February 28, 2017, the Company’s board of directors declared the Company’s first quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $40.9 million in cash, which was paid on April 14, 2017 to stockholders of record as of the close of business on March 31, 2017.

On June 9, 2017, the Company’s board of directors declared the Company’s second quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on July 14, 2017 to stockholders of record as of the close of business on June 19, 2017.

~~13.~~On September 18, 2017, the Company’s board of directors declared the Company’s third quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on October 13, 2017 to stockholders of record as of the close of business on September 29, 2017.

During the nine months ended September 30, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its previous revolving credit facility. The repurchased stock, which represents the entirety of shares that were repurchased under the authorization, was cancelled by the Company. The share repurchase program authorization expired as of December 31, 2016, terminating the program.

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

At ~~March 31,~~September 30, 2017 and December 31, 2016, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included investments held in conjunction with the Company’snon-qualified contributory deferred compensation plan. These investments consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1. The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.

The Company had no liabilities required to be measured at fair value at ~~March 31,~~September 30, 2017 and December 31, 2016. The Company’s assets measured at fair value on a recurring basis at ~~March 31,~~September 30, 2017 and December 31, 2016, were as follows (in thousands):


			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
	March 31,		Identical Assets		Inputs		Inputs		September 30,		Identical Assets		Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)		2017		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	23,003	$	23,003	$	—	$	—	$	24,339	$	24,339	$	—	$	—

Total assets measured at fair value	$	23,003	$	23,003	$	—	$	—	$	24,339	$	24,339	$	—	$	—


			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
	December 31,		Identical Assets		Inputs		Inputs		December 31,		Identical Assets		Inputs		Inputs
	2016		(Level 1)		(Level 2)		(Level 3)		2016		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	22,204	$	22,204	$	—	$	—	$	22,204	$	22,204	$	—	$	—

Total assets measured at fair value	$	22,204	$	22,204	$	—	$	—	$	22,204	$	22,204	$	—	$	—

The remainder of the assets and liabilities held by the Company at ~~March 31,~~September 30, 2017 are not required to be ~~measured~~recorded at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below.

As further discussed in Note 45 and in the Company’s Annual Report on Form10-K for the year ended December 31, 2016, in connection with the development of Gaylord National, the Company received two bonds (“Series A Bond” and “Series B Bond”) from Prince George’s County, Maryland which had aggregate carrying values of ~~$81.1~~$78.7 million and ~~$71.5~~$71.8 million, respectively, at ~~March 31,~~September 30, 2017. The maturity dates of the Series A Bond and the Series B Bond are July 1, 2034 and September 1, 2037, respectively. Based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the notes, which the Company considers as Level 3, the fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximated carrying value at ~~March 31,~~September 30, 2017 and the fair value of the Series B Bond was approximately ~~$53~~$54 million at ~~March 31,~~September 30, 2017. While the fair value of the Series B Bond decreased to less than its carrying value during 2011 due to a change in the timing of the debt

service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired at ~~March 31,~~September 30, 2017.

The carrying amount of short-term financial instruments held by the Company (cash, short-term investments, trade receivables, accounts payable and accrued liabilities) approximates fair value due to the short maturity of those instruments. The concentration of credit risk on trade receivables is minimized by the large and diverse nature of the Company’s customer base.

The Company’s operations are organized into three principal business segments:

The following information is derived directly from the segments’ internal financial reports used for corporate management purposes (amounts in thousands):


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016
Revenues:
Hospitality	$	254,154		$	244,191		$	229,590		$	241,019		$	747,117		$	747,539
Entertainment		21,888			17,306			35,134			30,701			92,427			81,893
Corporate and Other		—			—			—			—			—			—

Total	$	276,042		$	261,497		$	264,724		$	271,720		$	839,544		$	829,432

Depreciation and amortization:
Hospitality	$	25,178		$	26,469		$	26,061		$	24,401		$	76,786		$	75,051
Entertainment		1,908			1,647			1,965			1,637			5,465			4,845
Corporate and Other		551			657			520			668			1,611			1,992

Total	$	27,637		$	28,773		$	28,546		$	26,706		$	83,862		$	81,888

Operating income:
Hospitality	$	52,187		$	45,459		$	36,478		$	45,718		$	150,281		$	154,195
Entertainment		3,155			963			10,548			9,964			25,403			22,418
Corporate and Other		(8,066	)		(7,628	)		(9,740	)		(9,115	)		(25,935	)		(24,307	)
Preopening costs		(216	)		—			(877	)		—			(1,587	)		—

Total operating income		47,060			38,794			36,409			46,567			148,162			152,306
Interest expense		(15,864	)		(16,039	)		(16,621	)		(15,947	)		(49,640	)		(48,002	)
Interest income		2,948			3,143			2,957			2,965			8,874			9,116
Loss from joint ventures		(774	)		(390	)		(899	)		(638	)		(2,616	)		(2,086	)
Other gains and (losses), net		(157	)		(47	)		2,554			2,468			1,024			2,288

Income before income taxes	$	33,213		$	25,461		$	24,400		$	35,415		$	105,804		$	113,622

The $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes were each issued by the Operating Partnership and Finco and are guaranteed on a senior unsecured basis by the Company, each of the Company’s four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of the Company’s subsidiaries, each of which guarantees the Operating Partnership’s Amended Credit ~~Facility~~Agreement (such subsidiary guarantors, together with the Company, the “Guarantors”). The subsidiary Guarantors are 100% owned, and the guarantees are full and unconditional and joint and several. Not all of the Company’s subsidiaries have guaranteed the Company’s $350 Million 5% Senior Notes and the $400 Million 5% Senior Notes.

The following condensed consolidating financial information includes certain allocations of expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis.


	Parent								Non-									Parent									Non-
(in thousands)	Guarantor			Issuer			Guarantors		Guarantors			Eliminations			Consolidated			Guarantor			Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS:
Property and equipment, net of accumulated depreciation	$	—		$	—		$	1,601,866	$	405,907		$	—		$	2,007,773		$	—		$	—		$	1,626,061		$	418,382		$	—		$	2,044,443
Cash and cash equivalents - unrestricted		60			738			1,172		32,009			—			33,979
Cash and cash equivalents - restricted		—			—			—		19,204			—			19,204
Cash and cash equivalents—unrestricted																			130			311			522			61,709			—			62,672
Cash and cash equivalents—restricted																			—			—			—			14,703			—			14,703
Notes receivable		—			—			—		152,604			—			152,604			—			—			—			150,493			—			150,493
Investment in Gaylord Rockies joint venture		—			—			—		87,235			—			87,235			—			—			—			88,378			—			88,378
Trade receivables, less allowance		—			—			—		66,834			—			66,834			—			—			—			56,684			—			56,684
Prepaid expenses and other assets		461			17			6,339		57,250			(7,888	)		56,179			—			—			—			85,722			(10,593	)		75,129
Intercompany receivables, net		—			—			1,685,638		—			(1,685,638	)		—			—			—			1,670,070			—			(1,670,070	)		—
Investments		984,288			2,886,114			545,812		803,616			(5,219,830	)		—			979,917			2,886,063			647,247			768,523			(5,281,750	)		—

Total assets	$	984,809		$	2,886,869		$	3,840,827	$	1,624,659		$	(6,913,356	)	$	2,423,808		$	980,047		$	2,886,374		$	3,943,900		$	1,644,594		$	(6,962,413	)	$	2,492,502

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	—		$	1,536,158		$	—	$	654		$	—		$	1,536,812		$	—		$	1,566,110		$	—		$	644		$	—		$	1,566,754
Accounts payable and accrued liabilities		202			17,594			13,961		130,848			(7,875	)		154,730			702			20,487			8,802			178,892			(10,593	)		198,290
Dividends payable		41,511			—			—		—			—			41,511			41,866			—			—			—			—			41,866
Deferred management rights proceeds		—			—			—		179,330			—			179,330			—			—			—			177,815			—			177,815
Deferred income tax liabilities, net		621			—			482		179			—			1,282			209			—			(201	)		961			—			969
Other liabilities		—			—			91,239		61,436			(13	)		152,662			—			—			93,798			61,614			—			155,412
Intercompany payables, net		584,994			764,136			—		336,508			(1,685,638	)		—			585,874			847,692			—			236,504			(1,670,070	)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—		—			—			—			—			—			—			—			—			—
Common stock		511			1			1		2,387			(2,389	)		511			512			1			1			2,387			(2,389	)		512
Additionalpaid-in-capital		891,191			796,048			2,827,692		1,410,610			(5,034,350	)		891,191			894,883			713,735			2,831,499			1,473,558			(5,018,792	)		894,883
Treasury stock		(11,542	)		—			—		—			—			(11,542	)		(11,542	)		—			—			—			—			(11,542	)
Accumulated deficit		(500,422	)		(227,068	)		907,452		(475,036	)		(205,348	)		(500,422	)		(511,798	)		(261,651	)		1,010,001			(467,122	)		(281,228	)		(511,798	)
Accumulated other comprehensive loss		(22,257	)		—			—		(22,257	)		22,257			(22,257	)		(20,659	)		—			—			(20,659	)		20,659			(20,659	)

Total stockholders’ equity		357,481			568,981			3,735,145		915,704			(5,219,830	)		357,481			351,396			452,085			3,841,501			988,164			(5,281,750	)		351,396

Total liabilities and stockholders’ equity	$	984,809		$	2,886,869		$	3,840,827	$	1,624,659		$	(6,913,356	)	$	2,423,808		$	980,047		$	2,886,374		$	3,943,900		$	1,644,594		$	(6,962,413	)	$	2,492,502


	Parent								Non-									Parent								Non-
(in thousands)	Guarantor			Issuer			Guarantors		Guarantors			Eliminations			Consolidated			Guarantor			Issuer			Guarantors		Guarantors			Eliminations			Consolidated
Revenues:
Rooms	$	—		$	—		$	—	$	103,369		$	—		$	103,369		$	—		$	—		$	—	$	100,534		$	—		$	100,534
Food and beverage		—			—			—		126,169			—			126,169			—			—			—		104,437			—			104,437
Other hotel revenue		—			—			79,494		28,433			(83,311	)		24,616			—			—			78,196		28,701			(82,278	)		24,619
Entertainment					—			—		21,912			(24	)		21,888			—			—			—		35,134			—			35,134

Total revenues		—			—			79,494		279,883			(83,335	)		276,042			—			—			78,196		268,806			(82,278	)		264,724
Operating expenses:
Rooms		—			—			—		28,028			—			28,028			—			—			—		27,575			—			27,575
Food and beverage		—			—			—		69,157			—			69,157			—			—			—		62,649			—			62,649
Other hotel expenses		—			—			11,947		141,511			(79,385	)		74,073			—			—			11,177		139,029			(78,087	)		72,119
Management fees, net		—			—			—		5,531			—			5,531			—			—			—		4,708			—			4,708

Total hotel operating expenses		—			—			11,947		244,227			(79,385	)		176,789			—			—			11,177		233,961			(78,087	)		167,051
Entertainment		—			—			—		16,849			(24	)		16,825			—			—			—		22,622			(1	)		22,621
Corporate		45			406			1		7,063			—			7,515			101			424			—		8,695			—			9,220
Preopening costs		—			—			—		216			—			216			—			—			—		877			—			877
Corporate overhead allocation		2,196			—			1,730		—			(3,926	)		—			2,339			—			1,851		—			(4,190	)		—
Depreciation and amortization		—			—			14,807		12,830			—			27,637			—			—			14,933		13,613			—			28,546

Total operating expenses		2,241			406			28,485		281,185			(83,335	)		228,982			2,440			424			27,961		279,768			(82,278	)		228,315

Operating income (loss)		(2,241	)		(406	)		51,009		(1,302	)		—			47,060			(2,440	)		(424	)		50,235		(10,962	)		—			36,409

Interest expense		—			(15,857	)		—		(7	)		—			(15,864	)		—			(16,614	)		—		(7	)		—			(16,621	)
Interest income		—			—			—		2,948			—			2,948			—			—			—		2,957			—			2,957
Loss from joint ventures		—			—			—		(774	)		—			(774	)		—			—			—		(899	)		—			(899	)
Other gains and (losses), net		—			—			—		(157	)		—			(157	)		—			—			—		2,554			—			2,554

Income (loss) before income taxes		(2,241	)		(16,263	)		51,009		708			—			33,213			(2,440	)		(17,038	)		50,235		(6,357	)		—			24,400
(Provision) benefit for income taxes		—			—			18		(611	)		—			(593	)		—			—			590		(1,120	)		—			(530	)
Equity in subsidiaries’ earnings, net		34,861			—			—		—			(34,861	)		—			26,310			—			—		—			(26,310	)		—

Net income (loss)	$	32,620		$	(16,263	)	$	51,027	$	97		$	(34,861	)	$	32,620		$	23,870		$	(17,038	)	$	50,825	$	(7,477	)	$	(26,310	)	$	23,870

Comprehensive income (loss)	$	32,631		$	(16,263	)	$	51,027	$	108		$	(34,872	)	$	32,631		$	25,434		$	(17,038	)	$	50,825	$	(5,913	)	$	(27,874	)	$	25,434


	Parent								Non-									Parent								Non-
(in thousands)	Guarantor			Issuer			Guarantors		Guarantors			Eliminations			Consolidated			Guarantor			Issuer			Guarantors		Guarantors			Eliminations			Consolidated
Revenues:
Rooms	$	—		$	—		$	—	$	96,969		$	—		$	96,969		$	—		$	—		$	—	$	101,085		$	—		$	101,085
Food and beverage		—			—			—		122,233			—			122,233			—			—			—		113,100			—			113,100
Other hotel revenue		—			—			78,647		28,714			(82,372	)		24,989			—			—			74,738		30,724			(78,628	)		26,834
Entertainment		89			—			—		17,293			(76	)		17,306			46			—			—		30,701			(46	)		30,701

Total revenues		89			—			78,647		265,209			(82,448	)		261,497			46			—			74,738		275,610			(78,674	)		271,720
Operating expenses:
Rooms		—			—			—		25,981			—			25,981			—			—			—		28,371			—			28,371
Food and beverage		—			—			—		68,257			—			68,257			—			—			—		64,790			—			64,790
Other hotel expenses		—			—			10,945		140,282			(78,539	)		72,688			—			—			10,860		137,101			(74,630	)		73,331
Management fees, net		—			—			—		5,337			—			5,337			—			—			—		4,408			—			4,408

Total hotel operating expenses		—			—			10,945		239,857			(78,539	)		172,263			—			—			10,860		234,670			(74,630	)		170,900
Entertainment		—			—			—		14,772			(76	)		14,696			—			—			—		19,146			(46	)		19,100
Corporate		83			374			1		6,513			—			6,971			98			410			—		7,939			—			8,447
Corporate overhead allocation		2,167			—			1,666		—			(3,833	)		—			2,278			—			1,720		—			(3,998	)		—
Depreciation and amortization		32			—			14,743		13,998			—			28,773			55			—			14,765		11,886			—			26,706

Total operating expenses		2,282			374			27,355		275,140			(82,448	)		222,703			2,431			410			27,345		273,641			(78,674	)		225,153

Operating income (loss)		(2,193	)		(374	)		51,292		(9,931	)		—			38,794			(2,385	)		(410	)		47,393		1,969			—			46,567

Interest expense		—			(16,113	)		41		33			—			(16,039	)		18			(16,444	)		119		360			—			(15,947	)
Interest income		28			—			—		3,115			—			3,143			—			—			—		2,965			—			2,965
Loss from joint ventures		—			—			—		(390	)		—			(390	)		—			—			—		(638	)		—			(638	)
Other gains and (losses), net		—			—			—		(47	)		—			(47	)		—			—			—		2,468			—			2,468

Income (loss) before income taxes		(2,165	)		(16,487	)		51,333		(7,220	)		—			25,461			(2,367	)		(16,854	)		47,512		7,124			—			35,415
Benefit for income taxes		—			—			7		878			—			885
(Provision) benefit for income taxes																			(352	)		—			36		(1,506	)		—			(1,822	)
Equity in subsidiaries’ earnings, net		28,511			—			—		—			(28,511	)		—			36,312			—			—		—			(36,312	)		—

Net income (loss)	$	26,346		$	(16,487	)	$	51,340	$	(6,342	)	$	(28,511	)	$	26,346		$	33,593		$	(16,854	)	$	47,548	$	5,618		$	(36,312	)	$	33,593

Comprehensive income (loss)	$	26,391		$	(16,487	)	$	51,340	$	(6,297	)	$	(28,556	)	$	26,391		$	29,979		$	(16,854	)	$	47,548	$	2,004		$	(32,698	)	$	29,979


	Parent									Non-								Parent									Non-
(in thousands)	Guarantor			Issuer			Guarantors			Guarantors			Eliminations		Consolidated			Guarantor			Issuer			Guarantors			Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	42,645		$	(33,496	)	$	14,345		$	14,827		$	—	$	38,321		$	124,589		$	(60,255	)	$	64,269		$	87,167		$	—	$	215,770

Purchases of property and equipment		—			—			(13,196	)		(24,514	)		—		(37,710	)		—			—			(63,770	)		(63,378	)		—		(127,148	)
Investment in Gaylord Rockies joint venture		—			—			—			(16,309	)		—		(16,309	)		—			—			—			(16,309	)		—		(16,309	)
Increase in restricted cash and cash equivalents		—			—			—			2,858			—		2,858
Investment in other joint ventures																			—			—			—			(6,819	)		—		(6,819	)
Decrease in restricted cash and cash equivalents																			—			—			—			7,359			—		7,359
Other investing activities		—			—			—			(2,691	)		—		(2,691	)		—			—			—			(4,139	)		—		(4,139	)

Net cash used in investing activities		—			—			(13,196	)		(40,656	)		—		(53,852	)		—			—			(63,770	)		(83,286	)		—		(147,056	)

Net borrowings under credit facility		—			33,000			—			—			—		33,000
Net repayments under revolving credit facility																			—			(235,900	)		—			—			—		(235,900	)
Borrowings under term loan A																			—			200,000			—			—			—		200,000
Borrowings under term loan B																			—			500,000			—			—			—		500,000
Repayments under term loan B																			—			(392,500	)		—			—			—		(392,500	)
Deferred financing costs paid																			—			(12,268	)		—			—			—		(12,268	)
Payment of dividends		(38,900	)		—			—			—			—		(38,900	)		(120,740	)		—			—			—			—		(120,740	)
Payment of tax withholdings for share-based compensation		(3,741	)		—			—			—			—		(3,741	)		(3,775	)		—			—			—			—		(3,775	)
Other financing activities		28			—			—			(5	)		—		23			28			—			—			(15	)		—		13

Net cash provided by (used in) financing activities		(42,613	)		33,000			—			(5	)		—		(9,618	)		(124,487	)		59,332			—			(15	)		—		(65,170	)

Net change in cash and cash equivalents		32			(496	)		1,149			(25,834	)		—		(25,149	)		102			(923	)		499			3,866			—		3,544
Cash and cash equivalents at beginning of period		28			1,234			23			57,843			—		59,128			28			1,234			23			57,843			—		59,128

Cash and cash equivalents at end of period	$	60		$	738		$	1,172		$	32,009		$	—	$	33,979		$	130		$	311		$	522		$	61,709		$	—	$	62,672


	Parent									Non-								Parent									Non-
(in thousands)	Guarantor			Issuer			Guarantors			Guarantors			Eliminations		Consolidated			Guarantor			Issuer			Guarantors			Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	56,533		$	(48,547	)	$	5,677		$	39,610		$	—	$	53,273		$	141,202		$	(51,999	)	$	23,151		$	86,762		$	—	$	199,116

Purchases of property and equipment		(12	)		—			(5,175	)		(8,053	)		—		(13,240	)		(8,374	)		—			(23,304	)		(52,879	)		—		(84,557	)
Investment in Gaylord Rockies joint venture		—			—			—			(21,523	)		—		(21,523	)		—			—			—			(50,443	)		—		(50,443	)
Investment in other joint ventures																			—			—			—			(750	)		—		(750	)
Proceeds from sale of Peterson LOI		6,785			—			—			—			—		6,785			6,785			—			—			—			—		6,785
Increase in restricted cash and cash equivalents		—			—			—			(7,603	)		—		(7,603	)		—			—			—			(3,517	)		—		(3,517	)
Other investing activities		—			—			—			(1,575	)		—		(1,575	)		—			—			28			995			—		1,023

Net cash provided by (used in) investing activities		6,773			—			(5,175	)		(38,754	)		—		(37,156	)		(1,589	)		—			(23,276	)		(106,594	)		—		(131,459	)

Net borrowings under credit facility		—			54,000			—			—			—		54,000
Net repayments under revolving credit facility																			—			60,500			—			—			—		60,500
Net borrowings under term loan B																			—			(3,000	)		—			—			—		(3,000	)
Repayment of note payable related to purchase of AC Hotel		—			(6,000	)		��			—			—		(6,000	)		—			(6,000	)		—			—			—		(6,000	)
Repurchase of Company stock for retirement		(24,811	)		—			—			—			—		(24,811	)		(24,811	)		—			—			—			—		(24,811	)
Payment of dividends		(36,433	)		—			—			—			—		(36,433	)		(112,900	)		—			—			—			—		(112,900	)
Payment of tax withholdings for share-based compensation		(2,921	)		—			—			—			—		(2,921	)		(3,150	)		—			—			—			—		(3,150	)
Other financing activities		913			—			—			(6	)		—		907			1,284			—			—			(13	)		—		1,271

Net cash provided by (used in) financing activities		(63,252	)		48,000			—			(6	)		—		(15,258	)		(139,577	)		51,500			—			(13	)		—		(88,090	)

Net change in cash and cash equivalents		54			(547	)		502			850			—		859			36			(499	)		(125	)		(19,845	)		—		(20,433	)
Cash and cash equivalents at beginning of period		23			1,578			158			54,532			—		56,291			23			1,578			158			54,532			—		56,291

Cash and cash equivalents at end of period	$	77		$	1,031		$	660		$	55,382		$	—	$	57,150		$	59		$	1,079		$	33		$	34,687		$	—	$	35,858

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Ryman Hospitality Properties, Inc. (“Ryman”) is a Delaware corporation that conducts its operations so as to ~~qualify~~maintain its qualification as a real estate investment trust (“REIT”) for federal income tax purposes. The Company conducts its business through an umbrella partnership REIT, in which substantially all of its assets are held by, and operations are conducted through, RHP Hotel Properties, LP, a subsidiary operating partnership (the “Operating Partnership”). RHP Finance Corporation, a Delaware corporation (“Finco”) was formed as a wholly-owned subsidiary of the Operating Partnership for the sole purpose of being ~~an issuer~~aco-issuer of debt securities with the Operating Partnership. Neither Ryman nor Finco has any material assets, other than Ryman’s investment in the Operating Partnership and its 100%-owned subsidiaries. As 100%-owned subsidiaries of Ryman, neither the Operating Partnership nor Finco has any business, operations, financial results or other material information, other than the business, operations, financial results and other material information described in this Quarterly Report on Form10-Q and Ryman’s other reports, documents or other information filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this report, we use the terms, the “Company,” “we” or “our” to refer to Ryman Hospitality Properties, Inc. and its subsidiaries unless the context indicates otherwise.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2016, ~~appearing~~included in our Annual Report on Form10-K that was filed with the SEC on February 28, 2017.

This Quarterly Report on Form10-Q contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions, and other statements that are not necessarily based on historical facts. Without limitation, you can identify these statements by the fact that they do not relate strictly to historical or current facts, and these statements may contain words such as “may,” “will,” “could,” “should,” “might,” “projects,” “expects,” “believes,” “anticipates,” “intends,” “plans,” “continue,” “estimate,” or “pursue,” or the negative or other variations thereof or comparable terms. In particular, they include statements relating to, among other things, future actions, strategies, future performance, the outcome of contingencies such as legal proceedings and future financial results. These also include statements regarding (i) the effect of our election to be taxed as a REIT for federal income tax purposes; (ii) the holding of ournon-qualifying REIT assets in one or more taxable REIT subsidiaries (“TRSs”); (iii) our announced dividend policy, including the frequency and amount of any dividend we may pay; (iv) potential growth opportunities, including future expansion of the geographic diversity of our existing asset portfolio through acquisitions and our investment in the Gaylord Rockies joint venture (defined below); (v) ~~Marriott’s~~Marriott International, Inc.’s (“Marriott”) ability to effectively manage our hotels and other properties; (vi) our anticipated capital ~~expenditures;~~expenditures and investments; (vii) the potential operating and financial restrictions imposed on our activities under existing and future financing agreements and other contractual arrangements with third parties, including management agreements with Marriott; and (viii) any other business or operational matters. We have based these forward-looking statements on our current expectations and projections about future events.

We caution the reader that forward-looking statements involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the geographic concentration of our hotel properties, business levels at our hotels, the effect of our election to be taxed as a REIT for federal income tax purposes

commencing with the year ended December 31, 2013, our ability to remain qualified as a REIT, our ability to

execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness, and those factors described in our Annual Report on Form10-K for the year ended December 31, 2016 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form10-Q speaks only as of the date on which the statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements we make in this Quarterly Report on Form10-Q, except as may be required by law.

We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our owned assets include a network of four upscale, meetings-focused resorts totaling 7,811 rooms that are managed by Marriott ~~International, Inc. (“Marriott”)~~ under the Gaylord Hotels brand. These four resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). Our other owned assets managed by Marriott include Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”), the Inn at Opryland, a303-room overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), a192-room overflow hotel adjacent to Gaylord National. We also own and operate media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; andWSM-AM, the Opry’s radio home.

Each of our award-winning Gaylord Hotels properties incorporates not only high quality lodging, but also at least 400,000 square feet of meeting, convention and exhibition space, superb food and beverage options and retail and spa facilities within a single self-contained property. As a result, our Gaylord Hotels properties provide a convenient and entertaining environment for convention guests. Our Gaylord Hotels properties focus on the large group meetings market in the United States.

Marriott manages theday-to-day operations of our Gaylord Hotels properties, the Inn at Opryland, the AC Hotel, and certain of our Nashville attractions. As a result, we rely upon Marriott to generate occupancy and revenue levels at our hotel properties.

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in our Annual Report on Form10-K for the year ended December 31, 2016 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

As further discussed in Note 56 to the condensed consolidated financial statements included herein, in March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by an affiliate of Marriott pursuant to a long-term management contract and is expected to consist of a1,500-room resort hotel with over 485,000 square feet of exhibition, meeting,pre-function and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million.

We acquired a 35% interest in the project for a capital contribution of approximately $86.5 million, of which the final portion was funded in the first quarter of 2017. The terms of our investment provide that we will have the ability to approve certain major decisions affecting the hotel, including, but not limited to, operating budgets, major capital expenditures, material transactions involving the hotel, and approval of designated hotel senior management. We also have a right of first offer to acquire the remainder of the project and designated rights to participate in any sales process with respect to the project after exercise of our first offer rights.

A subsidiary of the Company is providing designated asset management services on behalf of the hotel during the~~pre-construction~~ construction period in exchange for a flat fee, and after opening of the hotel, in exchange for a fee based on the hotel’s gross revenues on an annual basis.

In connection with the agreements, we agreed to provide certain guarantees of the hotel’s construction loan and mezzanine debt. See Note 56 to the condensed consolidated financial statements included herein for additional discussion of these guarantees.

In January 2017, we announced plans for a proposed $90 million investment to create a luxury indoor/outdoor waterpark adjacent to Gaylord Opryland that is expected to open in 2018. The project includes approximately 111,000 square feet of indoor water attractions and activities over three levels and approximately 106,000 square feet of outdoor water amenities. The project will include areas for adults, children and families, as well as dining options and bars. The project will be funded with cash on hand and borrowings under our revolving credit facility.

Pursuant to our current dividend policy, we plan to pay a quarterly cash dividend to shareholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable income, whichever is greater. On February 28, 2017, our board of directors declared our first quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $40.9 million in cash, which was paid on April 14, 2017 to stockholders of record as of the close of business on March 31, 2017. On June 9, 2017, our board of directors declared our second quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on July 14, 2017 to stockholders of record as of the close of business on June 19, 2017. On September 18, 2017, our board of directors declared our third quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on October 13, 2017 to stockholders of record as of the close of business on September 29, 2017. We currently plan to pay a quarterly cash dividend of $0.80 per share of common stock in ~~July 2017, October 2017 and~~ January 2018. The declaration, timing and amount of dividends will be determined by action of our board of directors. Our dividend policy may be altered at any time by our board of directors.

In May 2017, we refinanced our existing credit facility to (i) extend the maturity of our existing $700 million revolving credit facility to May 2021, (ii) upsize our existing $400 million term loan B to $500 million, improve its pricing, and extend the maturity to May 2024 and (iii) add a new $200 million term loan A that matures in May 2022. Net proceeds, after repayment of the existing term loan B and closing costs, were approximately $308.9 million and were used to pay down a portion of our revolving credit facility. See a detailed discussion of the refinanced terms of our credit facility under the “Principal Debt Agreements” section of “Liquidity and Capital Resources” below.

Our goal is to become the nation’s premier hospitality REIT for group-oriented meeting hotel assets in urban and resort markets.

Existing Hotel Property Design. Our hotel properties focus on the large group meetings market in the United States and incorporate meeting and exhibition space, signature guest rooms, food and beverage offerings, fitness and spa facilities and other attractions within a large hotel property so attendees’ needs are met in one location. This strategy creates a better experience for both meeting planners and guests, and has led to our current hotel properties claiming a place among the leading convention hotels in the country.

Expansion of Hotel Asset Portfolio. While our short-term capital allocation strategy has focused on returning capital to stockholders, part of our long-term growth strategy includes acquisitions of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We intend to pursue attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal.

We are interested in highly accessible upper-upscale assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess or are located near convention centers that present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We plan to expand the geographic diversity of our existing asset portfolio through acquisitions. As a REIT, we do not view independent, large-scale development of resort and convention hotels as a part of our long-term growth strategy.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most recognized entertainment brands in the United States. We promote the Grand Ole Opry name through various media, including ourWSM-AM radio station, the Internet and television, and through performances by the Grand Ole Opry’s members, many of whom are renowned country music artists. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment. To this end, we ~~have recently announced our involvement~~are investing in the Opry City Stage, a joint venture to open a four-level entertainment complex in Times Square, as well as a Company-owned, Blake Shelton-themed five-level bar, music venue and event space in Nashville named after the Shelton hit “Ole Red.”

For the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016, our total revenues were divided among these business segments as follows:


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
Segment	2017			2016			2017			2016			2017			2016
Hospitality		92	%		93	%		87	%		89	%		89	%		90	%
Entertainment		8	%		7	%		13	%		11	%		11	%		10	%
Corporate and Other		0	%		0	%		0	%		0	%		0	%		0	%

The operating results of our Hospitality segment are highly dependent on the volume of customers at our hotels and the quality of the customer mix at our hotels, which are managed by Marriott. These factors impact the price that Marriott can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. The following key performance indicators are commonly used in the hospitality REIT industry:

Hospitality segment revenue from our occupied hotel rooms is recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of sale. Cancellation fees, as well as attrition fees that are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are recognized as revenue in the period they are collected. Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups meeting credit criteria, billed and collected on a short-term receivables basis. The hospitality industry is capital intensive, and we rely on the ability of our hotels to generate operating cash flow to repay debt financing and fund maintenance capital expenditures.

The results of operations of our Hospitality segment are affected by the number and type of group meetings and conventions scheduled to attend our hotels in a given period. A variety of factors can affect the results of any interim period, including the nature and quality of the group meetings and conventions attending our hotels during such period, which meetings and conventions have often been contracted for several years in advance, the level of attrition our hotels experience, and the level of transient business at our hotels during such period. We rely on Marriott, as the manager of our hotels, to manage these factors and to offset any identified shortfalls in occupancy.

The following table contains our unaudited selected summary financial data for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).


				Unaudited												Unaudited												Unaudited
	Three Months Ended March 31,												Three Months Ended September 30,												Nine Months Ended September 30,
	2017			%			2016			%			2017			%			2016			%			2017			%			2016			%
Income Statement Data:
REVENUES:
Rooms	$	103,369			37.4	%	$	96,969			37.1	%	$	100,534			38.0	%	$	101,085			37.2	%	$	314,577			37.5	%	$	309,385			37.3	%
Food and beverage		126,169			45.7	%		122,233			46.7	%		104,437			39.5	%		113,100			41.6	%		359,047			42.8	%		362,550			43.7	%
Other hotel revenue		24,616			8.9	%		24,989			9.6	%		24,619			9.3	%		26,834			9.9	%		73,493			8.8	%		75,604			9.1	%
Entertainment		21,888			7.9	%		17,306			6.6	%		35,134			13.3	%		30,701			11.3	%		92,427			11.0	%		81,893			9.9	%

Total revenues		276,042			100.0	%		261,497			100.0	%		264,724			100.0	%		271,720			100.0	%		839,544			100.0	%		829,432			100.0	%

OPERATING EXPENSES:
Rooms		28,028			10.2	%		25,981			9.9	%		27,575			10.4	%		28,371			10.4	%		83,962			10.0	%		82,492			9.9	%
Food and beverage		69,157			25.1	%		68,257			26.1	%		62,649			23.7	%		64,790			23.8	%		200,091			23.8	%		201,045			24.2	%
Other hotel expenses		74,073			26.8	%		72,688			27.8	%		72,119			27.2	%		73,331			27.0	%		219,580			26.2	%		219,510			26.5	%
Hotel management fees, net		5,531			2.0	%		5,337			2.0	%		4,708			1.8	%		4,408			1.6	%		16,417			2.0	%		15,246			1.8	%
Entertainment		16,825			6.1	%		14,696			5.6	%		22,621			8.5	%		19,100			7.0	%		61,559			7.3	%		54,630			6.6	%
Corporate		7,515			2.7	%		6,971			2.7	%		9,220			3.5	%		8,447			3.1	%		24,324			2.9	%		22,315			2.7	%
Preopening costs		216			0.1	%		—			0.0	%		877			0.3	%		—			0.0	%		1,587			0.2	%		—			0.0	%
Depreciation and amortization:
Hospitality		25,178			9.1	%		26,469			10.1	%		26,061			9.8	%		24,401			9.0	%		76,786			9.1	%		75,051			9.0	%
Entertainment		1,908			0.7	%		1,647			0.6	%		1,965			0.7	%		1,637			0.6	%		5,465			0.7	%		4,845			0.6	%
Corporate and Other		551			0.2	%		657			0.3	%		520			0.2	%		668			0.2	%		1,611			0.2	%		1,992			0.2	%

Total depreciation and amortization		27,637			10.0	%		28,773			11.0	%		28,546			10.8	%		26,706			9.8	%		83,862			10.0	%		81,888			9.9	%

Total operating expenses		228,982			83.0	%		222,703			85.2	%		228,315			86.2	%		225,153			82.9	%		691,382			82.4	%		677,126			81.6	%

OPERATING INCOME:
Hospitality		52,187			20.5	%		45,459			18.6	%		36,478			15.9	%		45,718			19.0	%		150,281			20.1	%		154,195			20.6	%
Entertainment		3,155			14.4	%		963			5.6	%		10,548			30.0	%		9,964			32.5	%		25,403			27.5	%		22,418			27.4	%
Corporate and Other		(8,066	)			(A)		(7,628	)			(A)		(9,740	)		(A	)		(9,115	)		(A	)		(25,935	)		(A	)		(24,307	)		(A	)
Preopening costs		(216	)			(A)		—				(A)		(877	)		(A	)		—			(A	)		(1,587	)		(A	)		—			(A	)

Total operating income		47,060			17.0	%		38,794			14.8	%		36,409			13.8	%		46,567			17.1	%		148,162			17.6	%		152,306			18.4	%
Interest expense		(15,864	)			(A)		(16,039	)			(A)		(16,621	)		(A	)		(15,947	)		(A	)		(49,640	)		(A	)		(48,002	)		(A	)
Interest income		2,948				(A)		3,143				(A)		2,957			(A	)		2,965			(A	)		8,874			(A	)		9,116			(A	)
Loss from joint ventures		(774	)			(A)		(390	)			(A)		(899	)		(A	)		(638	)		(A	)		(2,616	)		(A	)		(2,086	)		(A	)
Other gains and (losses), net		(157	)			(A)		(47	)			(A)		2,554			(A	)		2,468			(A	)		1,024			(A	)		2,288			(A	)
(Provision) benefit for income taxes		(593	)			(A)		885				(A)
Provision for income taxes														(530	)		(A	)		(1,822	)		(A	)		(2,022	)		(A	)		(2,352	)		(A	)

Net income	$	32,620				(A)	$	26,346				(A)	$	23,870			(A	)	$	33,593			(A	)	$	103,782			(A	)	$	111,270			(A	)

The following table summarizes our financial results for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 (in thousands, except percentages and per share data):


	Three Months Ended							Three Months Ended							Nine Months Ended
	March 31,							September 30,							September 30,
	2017		2016		% Change			2017		2016		% Change			2017		2016		% Change
Total revenues	$	276,042	$	261,497		5.6	%	$	264,724	$	271,720		-2.6	%	$	839,544	$	829,432		1.2	%
Total operating expenses		228,982		222,703		2.8	%		228,315		225,153		1.4	%		691,382		677,126		2.1	%
Operating income		47,060		38,794		21.3	%		36,409		46,567		-21.8	%		148,162		152,306		-2.7	%
Net income		32,620		26,346		23.8	%		23,870		33,593		-28.9	%		103,782		111,270		-6.7	%
Net income per share - fully diluted		0.63		0.51		23.5	%
Net income per share—fully diluted									0.46		0.66		-30.3	%		2.02		2.17		-6.9	%

The ~~increase~~decrease in our total revenues for the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, is attributable to ~~increases~~a $11.4 million decrease in our Hospitality segment ~~and~~revenues, partially offset by an increase in our Entertainment segment revenues ~~for the 2017 period~~ of ~~$10.0~~$4.4 million, ~~and $4.6 million, respectively,~~each as discussed more fully below. ~~Total Hospitality~~The increase in our total revenues infor the ~~three~~nine months ended ~~March 31,~~September 30, 2017, ~~include $2.8~~as compared to the same period in 2016, is attributable to an increase in our Entertainment segment revenues of $10.5 million, ~~in attrition and cancellation fee collections,~~partially offset by a decrease in our Hospitality segment revenues of ~~$0.6~~$0.4 million, ~~from the 2016 period.~~each as discussed more fully below.

The increase in our total operating expenses for the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, is primarily the result of an increase in our ~~Hospitality segment and~~ Entertainment segment expenses of ~~$4.5~~$3.5 million and ~~$2.1~~an increase of $1.8 million in depreciation and amortization expense, partially offset by a decrease in our Hospitality segment expenses of $3.8 million, each as discussed more fully below. The increase in our total operating expenses for the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily the result of an increase in our Entertainment segment, Corporate segment, and Hospitality segment expenses of $6.9 million, $2.0 million and $1.8 million, respectively, as well as an increase in depreciation and amortization and preopening expenses of $2.0 million and $1.6 million, respectively, each as discussed more fully below.

~~Our~~The decrease in our net income ~~of $32.6~~to $23.9 million for the three months ended ~~March 31,~~September 30, 2017, as compared to ~~net income of $26.3~~$33.6 million for the same period in 2016, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as ~~well as a~~described more fully below:

The decrease in our net income to $103.8 million for the nine months ended September 30, 2017, as compared to ~~a benefit~~$111.3 million for ~~income taxes~~the same period in 2016, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

The most important factors and trends contributing to our performance during the three months and nine months ended ~~March 31,~~September 30, 2017 described herein were:

Total Segment Results.The following presents the financial results of our Hospitality segment for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 (in thousands, except percentages and performance metrics):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Revenues:
Rooms	$	103,369		$	96,969			6.6	%	$	100,534		$	101,085			-0.5	%	$	314,577		$	309,385			1.7	%
Food and beverage		126,169			122,233			3.2	%		104,437			113,100			-7.7	%		359,047			362,550			-1.0	%
Other hotel revenue		24,616			24,989			-1.5	%		24,619			26,834			-8.3	%		73,493			75,604			-2.8	%

Total hospitality revenue		254,154			244,191			4.1	%		229,590			241,019			-4.7	%		747,117			747,539			-0.1	%
Hospitality operating expenses:
Rooms		28,028			25,981			7.9	%		27,575			28,371			-2.8	%		83,962			82,492			1.8	%
Food and beverage		69,157			68,257			1.3	%		62,649			64,790			-3.3	%		200,091			201,045			-0.5	%
Other hotel expenses		74,073			72,688			1.9	%		72,119			73,331			-1.7	%		219,580			219,510			0.0	%
Management fees, net		5,531			5,337			3.6	%		4,708			4,408			6.8	%		16,417			15,246			7.7	%
Depreciation and amortization		25,178			26,469			-4.9	%		26,061			24,401			6.8	%		76,786			75,051			2.3	%

Total Hospitality operating expenses		201,967			198,732			1.6	%		193,112			195,301			-1.1	%		596,836			593,344			0.6	%

Hospitality operating income (1)	$	52,187		$	45,459			14.8	%	$	36,478		$	45,718			-20.2	%	$	150,281		$	154,195			-2.5	%

Hospitality performance metrics:
Occupancy		72.7	%		70.2	%		3.6	%		75.5	%		75.5	%		0.0	%		75.0	%		74.6	%		0.5	%
ADR	$	190.33		$	183.21			3.9	%	$	174.20		$	175.22			-0.6	%	$	185.08		$	182.46			1.4	%
RevPAR (2)	$	138.28		$	128.54			7.6	%	$	131.56		$	132.32			-0.6	%	$	138.73		$	136.08			1.9	%
Total RevPAR (3)	$	339.99		$	323.69			5.0	%	$	300.45		$	315.50			-4.8	%	$	329.48		$	328.79			0.2	%
Net Definite Group Room Nights Booked		387,724			319,015			21.5	%		482,732			502,564			-3.9	%		1,179,521			1,251,086			-5.7	%

The ~~increase~~decrease in total Hospitality segment revenue in the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, is primarily due to decreases of $5.0 million, $2.6 million, $2.3 million and $2.1 million at Gaylord Palms, Gaylord Opryland, Gaylord Texan and Gaylord National, respectively. The decrease in total Hospitality segment revenue in the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily due to decreases of $4.0 million, $2.8 million and $2.6 million at Gaylord Palms, Gaylord Texan and Gaylord Opryland, respectively, partially offset by increases of ~~$8.3~~$6.7 million and ~~$3.1~~$1.6 million at Gaylord National and ~~Gaylord Texan,~~the AC Hotel, respectively. See below for further discussion.

Total Hospitality segment revenues in the three months and nine months ended September 30, 2017 include $2.4 million and $6.6 million, respectively, ~~partially offset by~~in attrition and cancellation fee collections, a decrease ~~at Gaylord Palms~~ of ~~$1.6~~$1.2 million ~~as discussed below.~~and $2.1 million, respectively, from the 2016 periods.

The percentage of group versus transient business based on rooms sold for our Hospitality segment for the periods presented was approximately as follows:


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2017			2016			2017			2016			2017			2016
Group		79	%		78	%		69	%		73	%		74	%		75	%
Transient		21	%		22	%		31	%		27	%		26	%		25	%

Rooms operating expenses decreased slightly in the three months ended September 30, 2017, as compared to the same period in 2016. Rooms operating expenses increased in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, due primarily to ~~increases~~an increase at Gaylord National, ~~and Gaylord Texan,~~ as described below.

Food and beverage operating expenses decreased in the three months ended September 30, 2017, as compared to the same period in 2016, primarily attributable to a decrease at Gaylord Palms. The ~~increase~~decrease in food and beverage operating expenses in the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, is primarily attributable to ~~increases~~decreases at Gaylord ~~National~~Palms and Gaylord ~~Texan,~~Opryland, partially offset by ~~a decrease~~an increase at Gaylord ~~Opryland,~~National, as described below.

Other hotel expenses for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 consist of the following (in thousands):


	Three Months Ended							Three Months Ended							Nine Months Ended
	March 31,							September 30,							September 30,
	2017		2016		% Change			2017		2016		% Change			2017		2016		% Change
Administrative employment costs	$	27,198	$	26,698		1.9	%	$	26,416	$	25,941		1.8	%	$	80,008	$	78,641		1.7	%
Utilities		6,360		6,496		-2.1	%		7,440		7,548		-1.4	%		20,768		20,682		0.4	%
Property taxes		9,163		7,601		20.5	%		8,312		8,396		-1.0	%		25,118		24,050		4.4	%
Other		31,352		31,893		-1.7	%		29,951		31,446		-4.8	%		93,686		96,137		-2.5	%

Total other hotel expenses	$	74,073	$	72,688		1.9	%	$	72,119	$	73,331		-1.7	%	$	219,580	$	219,510		0.0	%

Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. Administrative employment costs increased ~~slightly~~during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, primarily due to slight increases at Gaylord Opryland and Gaylord National. Utility costs remained stable during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016. Property taxes were stable during the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in ~~2016. Utility costs decreased slightly during the three months ended March 31, 2017, as compared to the same period in 2016. Property taxes~~2016, and increased during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, primarily due to increases at Gaylord ~~Opryland~~Texan and Gaylord ~~Texan~~National due to ~~anticipated~~ increased property ~~valuations from upcomingre-appraisals.~~valuations. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, decreased during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily as a result of various decreases at Gaylord Palms, Gaylord Texan and Gaylord ~~Texan.~~National, partially offset by various increases at Gaylord Opryland.

Each of our management agreements with Marriott requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof. Additionally, an incentive management fee is based on the profitability of our Gaylord Hotels properties calculated on a pooled basis. In the three months ended ~~March 31,~~September 30, 2017 and 2016, we incurred ~~$5.1~~$4.7 million and ~~$4.9~~$4.8 million, respectively, and in the nine months ended September 30, 2017 and 2016, we incurred $15.1

million and $15.0 million, respectively, related to base management fees for our Hospitality ~~segment~~segment. In the three months ended September 30, 2017 and ~~$1.2~~2016, we also incurred $0.8 million and $0.3 million, respectively, and in the nine months ended September 30, 2017 and 2016, we incurred $3.6 million and $2.5 million, respectively, related to incentive management fees for our Hospitality ~~segment for each respective period.~~segment. Management fees are presented throughout this Quarterly Report on Form10-Q net of the amortization of the deferred management rights proceeds discussed in Note 78 to the accompanying condensed consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense ~~decreased~~increased in the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same periods in 2016. The increase during the three-month 2017 period ~~in 2016,~~was primarily as a result of an increase at Gaylord Opryland and the nine-month 2017 increase was primarily a result of the increase at Gaylord Opryland, partially offset by a decrease at Gaylord National, as described below.

Property-Level Results.The following presents the property-level financial results of our Hospitality segment for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016.

Gaylord Opryland Results.The results of Gaylord Opryland for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Revenues:
Rooms	$	31,500		$	31,101			1.3	%	$	36,009		$	34,414			4.6	%	$	101,956		$	102,121			-0.2	%
Food and beverage		34,756			36,134			-3.8	%		30,227			32,817			-7.9	%		101,899			103,237			-1.3	%
Other hotel revenue		8,706			8,405			3.6	%		10,001			11,609			-13.9	%		27,604			28,704			-3.8	%

Total revenue		74,962			75,640			-0.9	%		76,237			78,840			-3.3	%		231,459			234,062			-1.1	%
Operating expenses:
Rooms		7,947			7,811			1.7	%		8,715			8,801			-1.0	%		24,961			25,414			-1.8	%
Food and beverage		18,578			20,208			-8.1	%		17,315			17,513			-1.1	%		54,604			55,606			-1.8	%
Other hotel expenses		22,893			21,661			5.7	%		22,520			21,949			2.6	%		67,369			66,003			2.1	%
Management fees, net		1,806			1,870			-3.4	%		1,766			1,460			21.0	%		5,716			5,125			11.5	%
Depreciation and amortization		8,097			7,541			7.4	%		8,765			7,460			17.5	%		25,235			22,349			12.9	%

Total operating expenses		59,321			59,091			0.4	%		59,081			57,183			3.3	%		177,885			174,497			1.9	%
Performance metrics:
Occupancy		68.4	%		71.5	%		-4.3	%		76.9	%		75.0	%		2.5	%		72.7	%		74.5	%		-2.4	%
ADR	$	177.30		$	165.88			6.9	%	$	176.13		$	172.90			1.9	%	$	177.82		$	173.41			2.5	%
RevPAR	$	121.19		$	118.59			2.2	%	$	135.53		$	129.63			4.6	%	$	129.32		$	129.27			0.0	%
Total RevPAR	$	288.40		$	288.41			0.0	%	$	286.93		$	296.98			-3.4	%	$	293.57		$	296.28			-0.9	%

Rooms revenue and RevPAR increased at Gaylord Opryland during the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, as the result of an increase in occupancy and ADR for transient. Rooms revenue and RevPAR were stable in the nine-month 2017 period, as an increase in ADR for both group and transient rates ~~which~~ offset a decrease in ~~occupancy.~~occupancy for both group and transient. Rooms revenue and RevPAR were negatively impacted during the 2017 ~~period~~periods by a rooms renovation project, which resulted in approximately ~~18,250~~12,250 and 49,300 room nights out of ~~service.~~service, respectively. The rooms renovation project ~~is expected to be~~was completed in September 2017. In addition, the three- and nine-month 2016 periods were also negatively impacted by a separate rooms renovation project that resulted in approximately 19,700 and 28,300 room nights out of service during the three-month and nine-month periods, respectively. Rooms expenses ~~increased~~remained stable during the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in ~~2016, as decreased variable costs associated with the decrease in occupancy were offset bynon-capitalized~~ ~~costs associated with the rooms renovation project.~~2016.

The decrease in food and beverage revenue at Gaylord Opryland during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, was primarily due to ~~decreased banquet revenues attributable to the decline~~a decrease in ~~group occupancy.~~banquets. Food and beverage expenses decreased in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in 2016, due to decreased variable costs associated with the decrease in revenue.

Other hotel revenue ~~increased slightly~~decreased at Gaylord Opryland during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in ~~2016.~~2016, primarily due to a decrease in collections of attrition and cancellation fees. Other hotel expenses increased in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in 2016, primarily due to increased utility costs due to an increase in ~~property tax expense as a result of anticipated increased property valuations from an upcomingre-appraisal.~~rates.

Depreciation and amortization increased at Gaylord Opryland during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily as a result of arooms renovations in both 2016 ~~rooms renovation~~and 2017 that resulted in increased depreciable asset levels in 2017.

Gaylord Palms Results.The results of Gaylord Palms for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Revenues:
Rooms	$	21,058		$	20,350			3.5	%	$	14,667		$	14,445			1.5	%	$	54,526		$	51,724			5.4	%
Food and beverage		28,497			29,727			-4.1	%		18,330			22,677			-19.2	%		71,635			76,557			-6.4	%
Other hotel revenue		4,642			5,682			-18.3	%		4,241			5,085			-16.6	%		13,458			15,368			-12.4	%

Total revenue		54,197			55,759			-2.8	%		37,238			42,207			-11.8	%		139,619			143,649			-2.8	%
Operating expenses:
Rooms		4,507			4,207			7.1	%		3,572			3,973			-10.1	%		12,192			11,787			3.4	%
Food and beverage		14,258			14,413			-1.1	%		11,292			12,741			-11.4	%		38,550			39,862			-3.3	%
Other hotel expenses		16,294			16,390			-0.6	%		13,821			15,202			-9.1	%		45,882			47,129			-2.6	%
Management fees, net		1,229			1,162			5.8	%		692			802			-13.7	%		3,079			2,971			3.6	%
Depreciation and amortization		4,795			4,708			1.8	%		4,753			4,773			-0.4	%		14,307			14,243			0.4	%

Total operating expenses		41,083			40,880			0.5	%		34,130			37,491			-9.0	%		114,010			115,992			-1.7	%
Performance metrics:
Occupancy		79.8	%		81.8	%		-2.4	%		73.3	%		73.4	%		-0.1	%		77.8	%		77.8	%		0.0	%
ADR	$	206.97		$	194.37			6.5	%	$	153.62		$	151.02			1.7	%	$	181.32		$	171.70			5.6	%
RevPAR	$	165.24		$	159.05			3.9	%	$	112.59		$	110.88			1.5	%	$	141.05		$	133.63			5.6	%
Total RevPAR	$	425.27		$	435.80			-2.4	%	$	285.85		$	323.99			-11.8	%	$	361.18		$	371.11			-2.7	%

Rooms revenue and RevPAR increased at Gaylord Palms during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, due to an increase in ADR for both 2017 periods for both group and transient rates, ~~partially offset by a decrease~~and an increase in ~~group occupancy.~~transient occupancy for both 2017 periods. Rooms expenses decreased during the three-month 2017 period and increased during the nine-month 2017 period, as compared to the same ~~period~~periods in ~~2016, as~~2016. The three-month 2017 decrease was primarily due to decreased ~~variable~~commission costs, ~~associated with~~and the ~~decrease in occupancy were offset by~~nine-month 2017 increase was primarily due to increased commission costs.

Food and beverage revenue decreased at Gaylord Palms during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, due primarily to a decrease in ~~banquets.~~banquets from group cancellations related to Hurricane Irma in September 2017. Food and beverage expenses decreased in the three months and nine months ended September 30, 2017, ~~period,~~ as compared to the same ~~period~~periods in 2016, primarily as a result of a decrease in variable costs associated with the decrease in revenue.

Other hotel revenue at Gaylord Palms decreased during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same periods in 2016. The three-month 2017 decrease is primarily the result of the 2016 period ~~in 2016,~~including the collection of a group contract settlement. The nine-month 2017 decrease is primarily due to decreased collection of attrition and cancellation fees. Other hotel expenses decreased ~~slightly~~ in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in ~~2016.~~2016, primarily as a result of a decrease in sales and marketing costs.

Depreciation and amortization ~~increased slightly~~were stable at Gaylord Palms during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016.

Gaylord Texan Results.The results of Gaylord Texan for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Revenues:
Rooms	$	20,437		$	18,617			9.8	%	$	19,178		$	21,266			-9.8	%	$	58,682		$	61,621			-4.8	%
Food and beverage		30,566			29,503			3.6	%		25,289			26,055			-2.9	%		84,902			85,038			-0.2	%
Other hotel revenue		5,742			5,551			3.4	%		5,699			5,161			10.4	%		16,099			15,844			1.6	%

Total revenue		56,745			53,671			5.7	%		50,166			52,482			-4.4	%		159,683			162,503			-1.7	%
Operating expenses:
Rooms		4,398			3,904			12.7	%		4,212			4,482			-6.0	%		12,792			12,691			0.8	%
Food and beverage		15,309			14,646			4.5	%		14,141			14,601			-3.2	%		44,151			44,398			-0.6	%
Other hotel expenses		14,799			14,494			2.1	%		15,286			15,682			-2.5	%		44,959			45,293			-0.7	%
Management fees, net		1,239			1,274			-2.7	%		951			870			9.3	%		3,434			3,288			4.4	%
Depreciation and amortization		5,110			5,004			2.1	%		5,175			5,060			2.3	%		15,425			15,090			2.2	%

Total operating expenses		40,855			39,322			3.9	%		39,765			40,695			-2.3	%		120,761			120,760			0.0	%
Performance metrics:
Occupancy		79.6	%		73.0	%		9.0	%		75.0	%		82.0	%		-8.5	%		75.7	%		78.3	%		-3.3	%
ADR	$	188.86		$	185.47			1.8	%	$	183.90		$	186.55			-1.4	%	$	187.80		$	190.09			-1.2	%
RevPAR	$	150.29		$	135.39			11.0	%	$	137.96		$	152.98			-9.8	%	$	142.26		$	148.84			-4.4	%
Total RevPAR	$	417.28		$	390.33			6.9	%	$	360.87		$	377.54			-4.4	%	$	387.11		$	392.51			-1.4	%

Rooms revenue and RevPAR ~~increased~~decreased at Gaylord Texan during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, due ~~primarily~~ to ~~increased~~decreased occupancy due to ~~an increase~~a decrease in group rooms, partially attributable to Hurricane Harvey in August 2017, and ~~increased~~decreased ADR for both group and transient rates. Rooms expenses ~~increased~~decreased during the three-month 2017 period, as compared to the same period in 2016, primarily due to ~~increased~~decreased variable expenses associated with the ~~increase~~decrease in occupancy.

~~Food and beverage revenue~~ Rooms expenses increased ~~at Gaylord Texan~~ during the ~~three months ended March 31,~~nine-month 2017 period, as compared to the same period in 2016, as decreased variable expenses associated with the decrease in occupancy were offset by increased group commissions.

Food and beverage revenue decreased at Gaylord Texan during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to ~~increases~~decreases in both banquets and food and beverage outlet revenue. Food and beverage expenses ~~increased~~decreased in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in 2016, primarily due to ~~an increase~~the decrease in variable costs associated with the ~~increase~~decrease in revenue.

Other hotel revenue at Gaylord Texan increased during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily as a result of an increase in attrition and cancellation fee collections. Other hotel expenses ~~increased~~decreased in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in 2016, due primarily to a decrease in sales and marketing expense, partially offset by an increase in property taxes due to an increased property ~~tax expense as a result of anticipated increased property valuations from an upcomingre-appraisal.~~valuation.

Depreciation and amortization increased slightly at Gaylord Texan during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016.

Gaylord National Results.The results of Gaylord National for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Revenues:
Rooms	$	25,676		$	23,067			11.3	%	$	25,181		$	25,851			-2.6	%	$	82,537		$	79,253			4.1	%
Food and beverage		31,318			25,840			21.2	%		29,177			30,298			-3.7	%		96,776			94,097			2.8	%
Other hotel revenue		5,463			5,248			4.1	%		4,578			4,851			-5.6	%		16,075			15,355			4.7	%

Total revenue		62,457			54,155			15.3	%		58,936			61,000			-3.4	%		195,388			188,705			3.5	%
Operating expenses:
Rooms		9,872			8,994			9.8	%		9,617			9,752			-1.4	%		29,798			28,837			3.3	%
Food and beverage		20,177			18,195			10.9	%		18,884			19,036			-0.8	%		59,957			58,563			2.4	%
Other hotel expenses		18,099			18,290			-1.0	%		18,465			18,503			-0.2	%		55,161			55,301			-0.3	%
Management fees, net		1,029			867			18.7	%		960			999			-3.9	%		3,244			3,114			4.2	%
Depreciation and amortization		6,516			8,566			-23.9	%		6,701			6,462			3.7	%		19,830			21,423			-7.4	%

Total operating expenses		55,693			54,912			1.4	%		54,627			54,752			-0.2	%		167,990			167,238			0.4	%
Performance metrics:
Occupancy		69.7	%		60.5	%		15.2	%		74.2	%		72.4	%		2.5	%		75.1	%		69.8	%		7.6	%
ADR	$	205.20		$	210.06			-2.3	%	$	184.89		$	194.37			-4.9	%	$	201.77		$	207.48			-2.8	%
RevPAR	$	142.93		$	127.00			12.5	%	$	137.13		$	140.78			-2.6	%	$	151.47		$	144.91			4.5	%
Total RevPAR	$	347.68		$	298.15			16.6	%	$	320.95		$	332.19			-3.4	%	$	358.57		$	345.04			3.9	%

Rooms revenue and RevPAR decreased at Gaylord National during the three months ended September 30, 2017, as compared to the same period in 2016, due to a decrease in transient ADR, partially offset by an increase in transient occupancy. Rooms revenue and RevPAR increased at Gaylord National during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, due to an increase in group occupancy, ~~for groups,~~ partially offset by a decrease in ~~ADR for groups.~~transient ADR. The increase in group occupancy in the nine-month 2017 period, as compared to 2016, was partially attributed to a large winter storm during the first quarter of 2016 that caused a decrease in 2016 occupancy. Rooms expenses decreased at Gaylord National during the three-month 2017 period, as compared to the same period in 2016, primarily due to a decrease in commission cost. Rooms expenses at Gaylord National increased during the nine-month 2017 period, as compared to the same period in 2016, primarily due to the increase in variable costs associated with the increase in occupancy.

Food and beverage revenue ~~increased~~decreased at Gaylord National during the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, primarily as a result of a decrease in banquets. Food and beverage revenue increased at Gaylord National during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily as a result of an increase in banquets, including inauguration-related banquets. Food and beverage expenses decreased in the three-month 2017 period, and increased in the nine-month 2017 period, as compared to the same periods in 2016, primarily due to the change in variable costs associated with the change in revenue.

Other hotel revenue decreased during the three months ended September 30, 2017, as compared to the same period in 2016, primarily due to ~~increased variable costs~~a decrease in attrition and cancellation fee collections, partially offset by an increase in ancillary revenue, such as parking and resort fees, associated with the increase in ~~revenue.~~

occupancy. Other hotel revenue increased during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, primarily due to an increase in ancillary revenue, ~~such as parking and resort fees, associated with the increase in occupancy,~~ partially offset by a decrease in attrition and cancellation fee collections. Other hotel expenses ~~decreased slightly~~remained stable in the 2017 ~~period,~~periods, as compared to the same ~~period~~periods in 2016.

Depreciation and amortization at Gaylord National ~~decreased~~increased during the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, primarily due to the completion of a new riverfront ballroom in 2017, and the resulting increase in depreciable asset levels. Depreciation and amortization decreased during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily due to the increased depreciation as a result of the riverfront ballroom being offset by a portion of the initial furniture, fixtures and equipment placed in service at the property’s opening in 2008 becoming fully depreciated during 2016.

Total Segment Results.The following presents the financial results of our Entertainment segment for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 (in thousands, except percentages):


	Three Months Ended							Three Months Ended							Nine Months Ended
	March 31,							September 30,							September 30,
	2017		2016		% Change			2017		2016		% Change			2017		2016		% Change
Revenues	$	21,888	$	17,306		26.5	%	$	35,134	$	30,701		14.4	%	$	92,427	$	81,893		12.9	%
Operating expenses		16,825		14,696		14.5	%		22,621		19,100		18.4	%		61,559		54,630		12.7	%
Depreciation and amortization		1,908		1,647		15.8	%		1,965		1,637		20.0	%		5,465		4,845		12.8	%

Operating income (1)	$	3,155	$	963		227.6	%	$	10,548	$	9,964		5.9	%	$	25,403	$	22,418		13.3	%

Entertainment segment revenue increased during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily due to increases at the Grand Ole Opry and Ryman Auditorium, due to increased shows and attendance and increased ancillary business such as tours and ~~retail, and~~retail. Included in the nine-month 2017 increase are increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.

Entertainment operating expenses increased during the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily as a result of increased compensation and consulting ~~costs.~~costs, as well as increased variable costs associated with the increase in revenue.

Entertainment depreciation expense increased in the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily due to an increase at the Wildhorse Saloon associated with increased depreciable asset levels as a result of the 2016 renovation.

Total Segment Results.The following presents the financial results of our Corporate and Other segment for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 (in thousands, except percentages):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Operating expenses	$	7,515		$	6,971			7.8	%	$	9,220		$	8,447			9.2	%	$	24,324		$	22,315			9.0	%
Depreciation and amortization		551			657			-16.1	%		520			668			-22.2	%		1,611			1,992			-19.1	%

Operating loss	$	(8,066	)	$	(7,628	)		5.7	%	$	(9,740	)	$	(9,115	)		6.9	%	$	(25,935	)	$	(24,307	)		6.7	%

Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology and other administrative costs, increased in the three months and nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016, primarily due to increased administrative and employment costs associated with supporting our growth initiatives within our Hospitality and Entertainment segments.

Corporate and Other depreciation and amortization expense decreased ~~modestly~~ in the three months and nine months ended ~~March 31,~~September 30, 2017, as compared with the same ~~period~~periods in 2016.

Preopening costs during the three months and nine months ended ~~March 31,~~September 30, 2017 include costs associated with a riverfront ballroom at Gaylord National, which ~~is expected to open~~opened in the second quarter of 2017, and costs associated with our various Entertainment segment projects.

The following table summarizes the other factors which affected our net income for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 (in thousands, except percentages):


	Three Months Ended									Three Months Ended									Nine Months Ended
	March 31,									September 30,									September 30,
	2017			2016			% Change			2017			2016			% Change			2017			2016			% Change
Interest expense	$	(15,864	)	$	(16,039	)		-1.1	%	$	(16,621	)	$	(15,947	)		4.2	%	$	(49,640	)	$	(48,002	)		3.4	%
Interest income		2,948			3,143			-6.2	%		2,957			2,965			-0.3	%		8,874			9,116			-2.7	%
Loss from joint ventures		(774	)		(390	)		-98.5	%		(899	)		(638	)		-40.9	%		(2,616	)		(2,086	)		-25.4	%
Other gains and (losses), net		(157	)		(47	)		-234.0	%		2,554			2,468			3.5	%		1,024			2,288			-55.2	%
(Provision) benefit for income taxes		(593	)		885			-167.0	%
Provision for income taxes											(530	)		(1,822	)		70.9	%		(2,022	)		(2,352	)		14.0	%

Interest expense ~~decreased $0.2~~increased $0.7 million during the three months ended ~~March 31,~~September 30, 2017, as compared to the same period in 2016, due primarily to increased interest expense associated with our new term loan A and increased borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current ~~year, partially offset by~~period.

Interest expense increased $1.6 million during the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to thewrite-off of $0.9 million in deferred financing costs associated with the refinancing of our credit facility, as well as increased interest expense associated with our revolving credit facility due to higher average borrowings, our new term loan A and increased ~~borrowings.~~borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current year.

Cash interest expense increased ~~$0.9~~$1.6 million to ~~$15.8~~$16.9 million in the three months and increased $3.8 million to $49.1 million in the nine months ended ~~March 31,~~September 30, 2017, as compared to the same ~~period~~periods in 2016.Non-cash interest expense, which includes amortization of deferred financing costs and debt discounts and thewrite-off of deferred financing costs, ~~and~~offset by capitalized interest, decreased ~~$1.1~~$1.0 million to ~~$0.1~~$(0.2) million in the three months and decreased $2.2 million to $0.5 million in the nine months ended September 30, 2017, ~~period,~~ as compared to the same ~~period~~periods in 2016.

Our weighted average interest rate on our borrowings, excluding thewrite-off of $0.9 million in deferred financing costs during the nine-month 2017 period, was 4.5% and 4.2% for the three months and 4.4% and 4.3% for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 and 2016, respectively.

Interest income for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 primarily includes amounts earned on the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable.

The loss from joint ventures for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 primarily represents ~~amounts~~preopening expenses related to joint ventures that we entered into related to Opry City Stage in Times Square in New York City and the investment in Gaylord Rockies. Opry City Stage is anticipated to open in ~~third~~fourth quarter 2017, and Gaylord Rockies is anticipated to open in late 2018.

Other gains and (losses), net for the three months and nine months ended ~~March 31,~~September 30, 2017 and 2016 ~~represents various miscellaneous items.~~primarily includes gains of $2.6 million and $2.5 million from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses. The nine-month 2017 period also includes a loss on certain assets that were disposed of in our Entertainment and Corporate segments.

As a REIT, we generally will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that we distribute to our stockholders. We will, however, be subject to corporate income taxes onbuilt-in gains (the excess of fair market value over tax basis at January 1, 2013) that result from gains on the sale of certain assets occurring prior to January 1, 2018. In addition, we will continue to be required to pay federal and state corporate income taxes on earnings of our TRSs.

For the three months ended ~~March 31,~~September 30, 2017 and 2016, we recorded an income tax ~~(provision) benefit~~provision of ~~$(0.6)~~$0.5 million and ~~$0.9~~$1.8 million, respectively. For the nine months ended September 30, 2017 and 2016, we recorded an income tax provision of $2.0 million and $2.4 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction and the change in valuation allowance required at the TRSs.

Cash Flows From Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, our net cash flows provided by operating activities were ~~$38.3~~$215.8 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and othernon-cash charges of approximately ~~$62.9~~$197.0 million ~~partially offset by unfavorable~~and favorable changes in working capital of approximately ~~$24.6~~$18.8 million. The ~~unfavorable~~favorable changes in working capital primarily resulted from an increase in ~~trade receivables due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties, as well as a decrease in~~ accounts payable and accrued liabilities primarily attributable to ~~the payment of liabilities~~an increase in deferred revenues associated with our Christmas-related programs and ~~incentive compensation programs.~~an increase in accrued interest on our outstanding debt.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, our net cash flows provided by operating activities were ~~$53.3~~$199.1 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and othernon-cash charges of approximately ~~$56.4~~$201.7 million, partially offset by unfavorable changes in working capital of approximately ~~$3.2~~$2.6 million. The unfavorable changes in working capital primarily resulted from an increase in trade receivables due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties.

Cash Flows From Investing Activities. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, our primary uses of funds for investing activities were purchases of property and equipment, which totaled ~~$37.7~~$127.1 million, and our investment of $16.3 million in the Gaylord Rockies joint venture. Purchases of property ~~plant~~ and equipment consisted primarily of the expansion of the guest rooms and convention space at Gaylord Texan, the renovation of a portion of the guest rooms at Gaylord Opryland, the ~~expansion~~commencement of construction of the ~~guest rooms and convention space~~new waterpark at Gaylord ~~Texan,~~Opryland, a freestanding event ballroom and an expanded event space at Gaylord National, and ongoing maintenance capital expenditures for our existing properties.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $84.6 million, our investment of ~~$21.5~~$50.4 million in the Gaylord Rockies joint venture, ~~purchases of property and equipment, which totaled $13.2 million,~~ and an increase in restricted cash and cash equivalents associated with the furniture, fixtures, and equipment (“FF&E”) reserve that we are obligated to maintain for future planned and emergency-related capital expenditures at the properties that Marriott manages for us. These uses of cash were partially offset by the receipt of $6.8 million in proceeds related to the sale of our rights in a letter of intent which entitled us to a portion of an economic interest in the income from the land underlying the new MGM casino project in National

Harbor, Maryland. Purchases of property ~~plant~~ and equipment consisted primarily of ~~an expansion of the resort pool at Gaylord Texan,~~ the renovation of a portion of the guest rooms ~~and~~at Gaylord Opryland, the freestanding event ballroom and expanded event space at Gaylord National, the expansion of the guest rooms and convention space at Gaylord Texan, a renovation of the Wildhorse Saloon, and ongoing maintenance capital expenditures for our existing properties.

Cash Flows From Financing Activities. Our cash flows from financing activities primarily reflect the incurrence of debt, ~~and~~ the repayment of long-term ~~debt.~~debt and the payment of cash dividends. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, our net cash flows used in financing activities were approximately ~~$9.6~~$65.2 million, primarily reflecting the repayment of $235.9 million under our refinanced revolving credit facility, the payment of ~~$38.9~~$120.7 million in cash dividends and the payment of $12.3 million in deferred financing costs related to our refinanced credit facility. These uses of cash were partially offset by ~~$33.0~~$200.0 million in borrowings under our new term loan A and $107.5 million in net borrowings under our ~~credit facility.~~refinanced term loan B.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2016, our net cash flows used in financing activities were approximately ~~$15.3~~$88.1 million, primarily reflecting the payment of ~~$36.4~~$112.9 million in cash dividends and the payment of $24.8 million to repurchase and retire 0.5 million shares of our common stock, partially offset by ~~$54.0~~$57.5 million in net borrowings under our credit facility.

At ~~March 31,~~September 30, 2017, we had ~~$34.0~~$62.7 million in unrestricted cash and ~~$281.5~~$551.4 million available for borrowing under our revolving credit facility. During the ~~three~~nine months ended ~~March 31,~~September 30, 2017, we net borrowed ~~$33.0~~$71.6 million under our credit facility, paid cash dividends of ~~$38.9~~$120.7 million, incurred capital expenditures of ~~$37.7~~$127.1 million, ~~and~~ invested $16.3 million in the Gaylord Rockies joint ~~venture.~~venture, and paid $12.3 million in deferred financing costs associated with the refinancing of our credit facility. These net outflows were ~~partially~~ offset by cash flows from operating activities discussed above, resulting in the ~~decrease~~increase in our cash balance from December 31, 2016 to ~~March 31,~~September 30, 2017.

We currently plan to pay a quarterly cash dividend of $0.80 per share in ~~July 2017, October 2017 and~~ January 2018, subject to determinations as to the timing and amount by our board of directors. We anticipate investing in our operations during the remainder of 2017 by spending between ~~$200~~$60 million and ~~$230~~$80 million in capital expenditures, which primarily includes ongoing maintenance capital of our current facilities, the expansion of the guest rooms and convention space at Gaylord Texan, ~~a rooms renovation project at Gaylord Opryland,~~ and ~~the commencement of our~~a luxury indoor/outdoor waterpark at Gaylord Opryland.

In May 2017, we intend to refinance our current $400 million senior secured term loan B (the “term loan B”). The term loan B is expected to increase to a $500.0 million facility, with maturity extending to 2024, and borrowings will bear interest at LIBOR plus 2.25%. We also intend to refinance our existing $700.0 million senior secured revolving credit facility (the “revolving credit facility”), extending the maturity to 2021, and to add a new $200 million term loan A (the “term loan A”) that will mature in 2022. The revolving credit facility and term loan A are expected to bear interest based on a leverage-based pricing grid ranging from LIBOR plus 1.50% to LIBOR plus 2.40%. The net proceeds from these transactions, when and if completed, will be used to reduce borrowings under the revolving credit facility. The transactions are subject to customary conditions, and there can be no assurance that the foregoing will be achieved.

We believe that our cash on hand and cash from operations will be adequate to fund our general short-term commitments, as well as: (i) normal operating expenses, (ii) interest expense on long-term debt obligations, (iii) capital lease and operating lease obligations, and (iv) declared dividends. If our existing cash and cash from operations were inadequate to fund such items, as well as capital expenditures, we could draw on our credit facility, subject to the satisfaction of covenants in the credit facility.

Our outstanding principal debt agreements at ~~March 31,~~September 30, 2017 are described below. Based on current projections for compliance under our financial covenants contained in these agreements, we do not foresee a maturity issue prior to their scheduled maturity date.

At ~~March 31,~~September 30, 2017, we were in compliance with all covenants related to our outstanding debt.

Credit Facility. ~~The Company’s Fourth~~On May 11, 2017, we entered into a Fifth Amended and Restated Credit Agreement (the ~~“Credit Facility”~~“Amended Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, which amends and restates the Company’s existing credit facility. In addition, on May 23, 2017, we entered into an Amendment No. 1 (the “Amendment”) to the Amended Credit Agreement among the same parties. As amended, our credit facility consists of ~~the~~a $700.0 million senior secured revolving credit facility (the “Revolver”), a new $200.0 million senior secured term loan A (the “Term Loan A”), and ~~the~~an increased $500.0 million senior secured term loan B ~~which is~~(the “Term Loan B”), each as discussed below. ~~The maturity date~~

Each of the ~~revolving credit facility is June 5, 2019~~Revolver, Term Loan A and ~~the Credit Facility provides for two additionalsix-month~~ extension options, at our election. Interest on our borrowings under the revolving credit facility is payable quarterly, in arrears, for base rate-based loans and at the end of each interest rate period for LIBOR-based loans, and is based on our consolidated funded indebtedness to total asset value ratio (as defined in the Credit Facility). The effective interest rate at March 31, 2017 was LIBOR plus 1.60%. Principal is payable in full at maturity. There is an unused commitment fee of 0.2% to 0.3% per year of the average unused portion of the revolving credit facility.

~~The Credit Facility~~Term Loan B is guaranteed by us, each of our four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain other of our subsidiaries. ~~The Credit Facility~~Each is secured by (i) a first mortgage lien on the real property of each of our Gaylord Hotels properties, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, (iii) our personal property and the personal property of the Operating Partnership and our guarantor subsidiaries ~~that guarantee the Credit Facility~~ and (iv) all proceeds and products from our Gaylord Hotels properties. Advances are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event ~~a hotel property~~one of the Gaylord Hotel properties is sold).

In addition, each of the ~~Credit Facility~~Revolver, Term Loan A and Term Loan B contains certain covenants which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The material financial covenants, ratios or tests contained in the Amended Credit Agreement are as follows (and are unchanged from the previous credit agreement):

If an event of default shall occur and be continuing under the Amended Credit ~~Facility,~~Agreement, the commitments under the Amended Credit ~~Facility~~Agreement may be terminated and the principal amount outstanding under the Amended Credit ~~Facility,~~Agreement, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.

$700 Million Revolving Credit Facility. Pursuant to the Amendment, we extended the maturity of the Revolver to May 23, 2021, with two additionalsix-month extension options, at our election. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.55% to 2.40%, dependent upon our funded debt to total asset value ratio (as defined in the Amended Credit Agreement) or (ii) a base rate as set in the Amended Credit Agreement. At ~~March 31,~~September 30, 2017, ~~$416.4~~the interest rate on the Revolver was LIBOR plus 1.55%. Principal is payable in full at maturity. No additional amounts were borrowed under the Revolver at closing.

At September 30, 2017, $146.5 million of borrowings were outstanding under the ~~Credit Facility,~~Revolver, and the lending banks had issued $2.1 million of letters of credit under the ~~facility,~~Amended Credit Agreement, which left ~~$281.5~~$551.4 million of availability under the ~~Credit Facility~~Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $350 million in aggregate principal amount of senior notes due 2021 (the “$350 Million 5% Senior Notes”) and $400 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”)), which we met at September 30, 2017).

$~~400~~200 Million Term Loan A Facility.The Amendment also provides for the Term Loan A, which has a maturity date of May 23, 2022. Borrowings bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.50% to 2.35%, dependent upon our funded debt to total asset value ratio (as defined in the Amended Credit Agreement) or (ii) a base rate as set in the Amended Credit Agreement. At September 30, 2017, the interest rate on the Term Loan A was LIBOR plus 1.50%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. At closing, we drew down on the Term Loan A in full and proceeds were used to pay down a portion of the Revolver.

$500 Million Term Loan B Facility.In ~~2014,~~May 2017, as part of the Amended Credit Agreement discussed above, we ~~amended~~increased the ~~Credit Facility such that we added the $400.0~~capacity under our previous $400 million term loan B to ~~the Credit Facility.~~$500 million. The ~~term loan~~Term Loan B has a maturity date of ~~January 15, 2021~~May 11, 2024 and borrowings bear interest at an annual rate ofequal to, at our option, either (i) LIBOR plus ~~an adjustable margin, subject to~~2.25% or (ii) a ~~LIBOR floor of 0.75%.~~base rate as set in the Amended Credit Agreement. At ~~March 31,~~September 30, 2017, the interest rate on the ~~term loan~~Term Loan B was LIBOR plus ~~2.75% and $389.0 million remained outstanding.~~2.25%. The ~~term loan~~Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of ~~$400.0~~$500.0 million, with the balance due at maturity. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the

Amended Credit ~~Facility)~~Agreement), an additional principal amount is required. ~~We have not been required to make additional principal payments under the Excess Cash Flow requirement as of March 31, 2017.~~ Amounts borrowed under the ~~term loan~~Term Loan B that are repaid or prepaid may not be reborrowed. At closing, we drew down on the Term Loan B in full. Net proceeds, after the repayment of the original $400 million term loan B ~~in full.~~

~~Consistent with our other loan under our Credit Facility, the term loan B is guaranteed by the Company, each of our four wholly-owned subsidiaries that own the Gaylord Hotels-branded properties,~~ and certain ~~other of our subsidiaries. The term loan B is secured by (i)~~transaction expenses payable at closing, were approximately $114.3 million and were used to pay down a first mortgage lien on the real property of each of our Gaylord Hotels properties, (ii) pledges of equity interests in our subsidiaries that own the Gaylord Hotels properties, (iii) the personal propertyportion of the Company, the Operating Partnership and the guarantors and (iv) all proceeds and products from our Gaylord Hotels properties. Amounts drawn on the term loan B are subject to a 55% borrowing base, based on the appraisal value of the Gaylord Hotels properties (reduced to 50% in the event a hotel property is sold).

The term loan B is subject to certain covenants contained in the Credit Facility, which, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The term loan B is subject to substantially all of the events of default provided for the Credit Facility (other than the financial maintenance covenants). If an event of default shall occur and be continuing, the commitments under the term loan B may be terminated and the principal amount outstanding under the term loan B, together with all accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.Revolver.

$350 Million 5% Senior Notes.In 2013, the Operating Partnership and Finco completed the private placement of $350.0 million in aggregate principal amount of senior notes due 2021, which are guaranteed by the Company and its subsidiaries that guarantee the Amended Credit ~~Facility.~~Agreement. The $350 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $350 Million 5% Senior Notes have a maturity date of April 15, 2021 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $350 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness and senior in right of payment to future subordinated indebtedness, if any. The $350 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $350 Million 5% Senior Notes will be effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $350 Million 5% Senior Notes.

The $350 Million 5% Senior Notes are redeemable, in whole or in part, at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 102.50%, 101.25%, and 100.00% beginning on April 15 of 2017, 2018, and 2019, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In connection with the issuance of the $350 Million 5% Senior Notes, we completed a registered offer to exchange the $350 Million 5% Senior Notes for registered notes with substantially identical terms as the $350 Million 5% Senior Notes in November 2013.

$400 Million 5% Senior Notes.In 2015, the Operating Partnership and Finco completed the private placement of $400.0 million in aggregate principal amount of senior notes due 2023. The $400 Million 5% Senior Notes are general unsecured senior obligations of the Company’s issuing subsidiaries and are guaranteed by the Company and its subsidiaries that guarantee the Amended Credit ~~Facility.~~Agreement. The $400 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $400 Million 5% Senior Notes have a maturity date of April 15, 2023 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $400 Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness, including the $350 Million 5% Senior Notes, and senior in right of payment to future subordinated indebtedness, if any. The $400 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $400 Million 5% Senior Notes are effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $400 Million 5% Senior Notes.

The issuing subsidiaries may redeem the $400 Million 5% Senior Notes before April 15, 2018, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date plus a make-whole redemption premium. The $400 Million 5%

Senior Notes will be redeemable, in whole or in part, at any time on or after April 15, 2018 at a redemption price expressed as a percentage of the principal amount thereof, which percentage is 103.75%, 102.50%, 101.25%, and 100.00% beginning on April 15 of 2018, 2019, 2020, and 2021, respectively, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In connection with the issuance of the $400 Million 5% Senior Notes, we completed a registered offer to exchange the $400 Million 5% Senior Notes for registered notes with substantially identical terms as the $400 Million 5% Senior Notes in September 2015.

Additional Debt Limitations. Pursuant to the terms of the management agreements and pooling agreement with Marriott, we are subject to certain debt limitations described below.

The management agreements provide for the following limitations on indebtedness encumbering a hotel:

The pooled limitations on Secured Debt (as defined in the pooling agreement) are as follows:

As described in Note 56 to our condensed consolidated financial statements included herein, we have invested in a joint venture that will build and subsequently own Gaylord Rockies. In connection with this investment, we agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guaranty of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon ~~the hotel’s~~Gaylord Rockies’ satisfaction of designated debt service coverage requirements following completion and opening of the hotel. We have also provided a completion guarantee under the construction loan capped at our pro rata share of all costs necessary to complete the project within the time specified in the senior loan documents. Further, we have agreed to a guaranty capped at our pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guaranties related to the construction loan, we agreed to provide a guaranty of the mezzanine debt related to the hotel including a payment guaranty capped at $8.75 million for which we are only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guaranties and liens. The guaranty related to the mezzanine debt also includes an uncapped completion guaranty and an uncapped guaranty of the joint venture’s

obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guaranties related to the construction loan. As of ~~March 31,~~September 30, 2017, we have not recorded any liability in the condensed consolidated balance sheet associated with these guarantees.

In addition, we enter into commitments under letters of credit, primarily for the purpose of securing our deductible obligations with our insurers, and lending banks under our Amended Credit ~~Facility~~Agreement had issued $2.1 million of letters of credit at ~~March 31,~~September 30, 2017. Except as set forth in these paragraphs, we do not have anyoff-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

The following table summarizes our significant contractual obligations at ~~March 31,~~September 30, 2017, including long-term debt and operating and capital lease commitments (amounts in thousands):


			Payment due by Period											Payment due by Period
	Total amounts		Less than							More than		Total amounts		Less than						More than
Contractual obligations	committed		1 year			1-3 years		3-5 years		5 years		committed		1 year		1-3 years		3-5 years		5 years
Long-term debt (1)	$	1,555,400	$	—		$	416,400	$	739,000	$	400,000	$	1,594,000	$	5,000	$	10,000	$	706,500	$	872,500
Capital leases		654		20			42		46		546		643		20		43		46		534
Operating leases (2)		616,894		4,253	��		8,893		9,434		594,314		616,463		4,563		9,533		10,090		592,277
Construction commitments (3)		18,054		18,054			—		—		—		13,553		13,553		—		—		—

Total contractual obligations	$	2,191,002	$	22,327		$	425,335	$	748,480	$	994,860	$	2,224,659	$	23,136	$	19,576	$	716,636	$	1,465,311

~~Due to the uncertainty with respect to the timing of future~~The expected cash ~~payments associated with~~flows under our defined benefit pension plan, ournon-qualified retirement plan, ournon-qualified contributory deferred compensation plan and our defined benefit postretirement health care and life insurance plan ~~we cannot make reasonably certain~~

~~estimates of~~are estimated based upon the ~~period of cash settlement.~~best information currently available, but are not driven by contractual terms. Therefore, these obligations have been excluded from the contractual obligations table above. See Note 8 and Note 9 to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, 2016 for further discussion related to these obligations.

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including those related to revenue recognition, impairment of long-lived and other assets, stock-based compensation, depreciation and amortization, income taxes, pension and postretirement benefits other than pension plans, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form10-K for the year ended December 31, 2016. There were no newly identified critical accounting policies in the first ~~three~~nine months of 2017 nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form10-K for the year ended December 31, 2016.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposures to market risk are from changes in interest rates and changes in asset values of investments that fund our pension plan.

Borrowings outstanding under the ~~revolving credit portion of our Credit Facility~~Revolver bear interest at an annual rate of LIBOR plus ~~1.60%~~1.55%, subject to adjustment as ~~defined~~described in the agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$416.4~~$146.5 million in borrowings outstanding under the ~~revolving credit portion of our Credit Facility~~Revolver at ~~March 31,~~September 30, 2017 would increase by approximately ~~$4.2~~$1.5 million.

Borrowings outstanding under our ~~$400 million term loan B~~Term Loan A currently bear interest at an annual rate of LIBOR plus ~~2.75%~~1.50%, subject to adjustment as ~~defined~~described in the agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$389.0~~$200.0 million in borrowings outstanding under our ~~$400 million term loan B~~Term Loan A at ~~March 31,~~September 30, 2017 would increase by approximately ~~$3.9~~$2.0 million.

Borrowings outstanding under our Term Loan B currently bear interest at an annual rate of LIBOR plus 2.25%, subject to adjustment as described in the agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the $497.5 million in borrowings outstanding under our Term Loan B at September 30, 2017 would increase by approximately $5.0 million.

Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions. We do not have significant exposure to changing interest rates on invested cash at ~~March 31,~~September 30, 2017. As a result, the interest rate market risk implicit in these investments at ~~March 31,~~September 30, 2017, if any, is low.

The expected rates of return on the assets that fund our defined benefit pension plan are based on the asset allocation of the plan and the long-term projected return on those assets, which represent a diversified mix of equity securities, fixed income securities and cash. At ~~March 31,~~September 30, 2017, the value of the investments in the pension fund was ~~$67.6~~$69.5 million, and an immediate 10% decrease in this value would have reduced the value of the investments in the ~~fund would have reduced the value of the~~pension fund by approximately ~~$6.8~~$6.9 million.

The Company maintains disclosure controls and procedures, as defined in Rule13a-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There has been no change in our internal control over financial reporting that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company is a party to certain litigation in the ordinary course, as described in Note ~~11,~~12, “Commitments and Contingencies,” to our condensed consolidated financial statements included herein and which our management deems immaterial and will not have a material effect on our results of operations, financial condition or liquidity.

There have been no material changes in our “Risk Factors” as previously set forth in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Delaware		73-0664379
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)


Class		Outstanding as of ~~April~~ ~~28,~~October 31, 2017
Common Stock, par value $.01		~~51,131,190~~51,196,251 shares


			Page
Part I- Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (Unaudited) - ~~March 31,~~September 30, 2017 and December 31, 2016			3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three Months and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016			4

	Condensed Consolidated Statements of Cash Flows (Unaudited) - For the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2017 and 2016			5

	Notes to Condensed Consolidated Financial Statements (Unaudited)			6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			2125

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			4248

Item 4.	Controls and Procedures			4349

Part II- Other Information

Item 1.	Legal Proceedings			4349

Item 1A.	Risk Factors			4349

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			4349

Item 3.	Defaults Upon Senior Securities			4349

Item 4.	Mine Safety Disclosures			4349

Item 5.	Other Information			4349

Item 6.	Exhibits			4350

SIGNATURES		4451


	Three Months Ended
	March 31,
	2017		2016
Weighted average shares outstanding - basic		51,045		51,046
Effect of dilutive stock-based compensation		328		352

Weighted average shares outstanding - diluted		51,373		51,398


	March 31,			December 31,
	2017			2016
$700 Million Revolving Credit Facility, interest at LIBOR plus 1.60%, maturing June 5, 2019, less unamortized deferred financing costs of $4,736 and $5,267	$	411,664		$	377,133
$400 Million Term Loan B, interest at LIBOR plus 2.75%, maturing January 15, 2021, less unamortized deferred financing costs of $4,965 and $5,273		384,035			384,727
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $4,020 and $4,246		345,980			345,754
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,521 and $5,719		394,479			394,281
Capital lease obligations		654			659

Total debt		1,536,812			1,502,554
Less amounts due within one year		(20	)		(20	)

Total long-term debt	$	1,536,792		$	1,502,534


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

~~ITEM 6.~~	~~EXHIBITS.~~
Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K filed October 1, 2012).

3.2		Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K filed October 1, 2012).

31.1*		Certification of Colin V. Reed pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2*		Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1**		Certification of Colin V. Reed and Mark Fioravanti pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101*		The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form10-Q for the quarterly period ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at September 30, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months and nine months ended September 30, 2017 and 2016, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2017 and 2016, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).


	RYMAN HOSPITALITY PROPERTIES, INC.

Date: ~~May 4,~~November 7, 2017	By:	/s/ Colin V. Reed
		Colin V. Reed
		Chairman of the Board of Directors and
		Chief Executive Officer
		~~(Principal~~(Principal Executive Officer)

	By:	/s/ Mark Fioravanti
		Mark Fioravanti
		President and Chief Financial Officer
		~~(Principal~~(Principal Financial Officer)

	By:	/s/ Jennifer Hutcheson
		Jennifer Hutcheson
		Senior Vice President and
		Corporate Controller
		~~(Principal~~(Principal Accounting Officer)


~~EXHIBIT~~ ~~NUMBER~~		~~DESCRIPTION~~

~~3.1~~		~~Amended and Restated Certificate of Incorporation of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form8-K~~ ~~filed October 1, 2012).~~

~~3.2~~		~~Amended and Restated Bylaws of Ryman Hospitality Properties, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form8-K~~ ~~filed October 1, 2012).~~

31.1*		~~Certification of Colin V. Reed pursuant to Section 302 of Sarbanes-Oxley Act of 2002.~~

31.2*		~~Certification of Mark Fioravanti pursuant to Section 302 of Sarbanes-Oxley Act of 2002.~~

32.1**		~~Certification of Colin V. Reed and Mark Fioravanti pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.~~

101*		~~The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form10-Q~~ for the quarterly period ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at March 31, 2017 and December 31, 2016, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months ended March 31, 2017 and 2016, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2017 and 2016, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).