UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑Q

~~FORM10-Q~~

(Mark One)

☒	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2017~~2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

Commission file number~~1-13079~~ 1‑13079

RYMAN HOSPITALITY PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

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

One Gaylord Drive

Nashville, Tennessee 37214

(Address of Principal Executive Offices)

(Zip Code)

(615)~~316-6000~~ 316‑6000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ 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”~~company,” and “emerging growth company” in Rule~~12b-2~~ 12b‑2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule~~12b-2~~ 12b‑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.


Class		Outstanding as of October 31, ~~2017~~2018
Common Stock, par value $.01		~~51,196,251~~ 51,333,386 shares

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC.

FORM~~10-Q~~ 10‑Q

For the Quarter Ended September 30, ~~2017~~2018

INDEX

			Page
	~~Page~~
Part I- Financial Information			3

Item 1. Financial ~~Statements~~Statements.			3

Condensed Consolidated Balance Sheets (Unaudited) - September 30, ~~2017~~2018 and December 31, ~~2016~~2017		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - For the Three Months and Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017		4

Condensed Consolidated Statements of Cash Flows (Unaudited) - For the Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017		5

Notes to Condensed Consolidated Financial Statements (Unaudited)		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.		25	24

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.		48	46

Item 4. Controls and ~~Procedures~~Procedures.		49	47

Part II- Other Information			47

Item 1. Legal ~~Proceedings~~Proceedings.		49	47

Item 1A. Risk ~~Factors~~Factors.		49	47

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.		49	48

Item 3. Defaults Upon Senior ~~Securities~~Securities.		49	48

Item 4. Mine Safety ~~Disclosures~~Disclosures.		49	48

Item 5. Other ~~Information~~Information.		49	48

Item 6. ~~Exhibits~~Exhibits.		50	48

SIGNATURES		51	49

Table of Contents

Part I – FINANCIAL INFORMATION

Item 1. – FINANCIAL STATEMENTS.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	September 30,		December 31,
	2018		2017
ASSETS:
Property and equipment, net of accumulated depreciation	$	2,126,764	$	2,065,657
Cash and cash equivalents - unrestricted		86,025		57,557
Cash and cash equivalents - restricted		38,372		21,153
Notes receivable		108,696		111,423
Investment in Gaylord Rockies joint venture		89,403		88,685
Trade receivables, less allowance of $820 and $651, respectively		80,595		57,520
Deferred income tax assets, net		40,449		50,117
Prepaid expenses and other assets		74,341		72,116
Total assets	$	2,644,645	$	2,524,228

LIABILITIES AND STOCKHOLDERS' EQUITY:
Debt and capital lease obligations	$	1,693,427	$	1,591,392
Accounts payable and accrued liabilities		214,711		179,649
Dividends payable		44,668		42,129
Deferred management rights proceeds		174,784		177,057
Other liabilities		159,560		155,845
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, 51,333 and 51,198 shares issued and outstanding, respectively		513		512
Additional paid-in capital		898,845		896,759
Treasury stock of 579 and 567 shares, at cost		(14,195)		(13,253)
Accumulated deficit		(504,577)		(479,170)
Accumulated other comprehensive loss		(23,091)		(26,692)
Total stockholders' equity		357,495		378,156
Total liabilities and stockholders' equity	$	2,644,645	$	2,524,228

   September 30, December 31,
   2017 2016
ASSETS:

Property and equipment, net of accumulated depreciation
   $ 2,044,443 $ 1,998,012
Cash and cash equivalents - unrestricted
   62,672 59,128
Cash and cash equivalents - restricted
   14,703 22,062
Notes receivable
   150,493 152,882
Investment in Gaylord Rockies joint venture
   88,378 70,440
Trade receivables, less allowance of $611 and $629, respectively
   56,684 47,818
Prepaid expenses and other assets
   75,129 55,411


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


LIABILITIES AND STOCKHOLDERS’ EQUITY:

Debt and capital lease obligations
   $ 1,566,754 $ 1,502,554
Accounts payable and accrued liabilities
   198,290 163,205
Dividends payable
   41,866 39,404
Deferred management rights proceeds
   177,815 180,088
Deferred income tax liabilities, net
   969 1,469
Other liabilities
   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, 51,196 and 51,017 shares issued and outstanding, respectively
   512 510
Additionalpaid-in capital
   894,883 893,102
Treasury stock of 541 shares, at cost
   (11,542 ) (11,542 )
Accumulated deficit
   (511,798 ) (491,805 )
Accumulated other comprehensive loss
   (20,659 ) (22,268 )


Total stockholders’ equity
   351,396 367,997


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

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

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Revenues:
Rooms	$	103,181	$	100,534	$	332,490	$	314,577
Food and beverage		118,496		104,437		392,488		359,047
Other hotel revenue		27,563		24,619		81,129		73,493
Entertainment		43,009		35,134		108,446		92,427
Total revenues		292,249		264,724		914,553		839,544

Operating expenses:
Rooms		29,563		27,575		88,550		83,962
Food and beverage		67,305		62,649		211,677		200,091
Other hotel expenses		74,350		72,299		226,965		220,073
Management fees, net		6,558		4,708		22,323		16,417
Total hotel operating expenses		177,776		167,231		549,515		520,543
Entertainment		31,327		22,651		80,947		61,637
Corporate		7,212		7,909		23,181		22,786
Preopening costs		300		877		3,972		1,587
Depreciation and amortization		30,994		28,546		89,655		83,862
Impairment and other charges		4,540		—		4,540		—
Total operating expenses		252,149		227,214		751,810		690,415

Operating income		40,100		37,510		162,743		149,129
Interest expense		(19,220)		(16,621)		(55,574)		(49,640)
Interest income		2,678		2,957		8,197		8,874
Loss from joint ventures		(985)		(899)		(2,227)		(2,616)
Other gains and (losses), net		1,881		1,453		2,085		57
Income before income taxes		24,454		24,400		115,224		105,804

Provision for income taxes		(1,863)		(530)		(9,748)		(2,022)
Net income	$	22,591	$	23,870	$	105,476	$	103,782

Basic income per share	$	0.44	$	0.47	$	2.06	$	2.03
Fully diluted income per share	$	0.44	$	0.46	$	2.05	$	2.02

Dividends declared per common share	$	0.85	$	0.80	$	2.55	$	2.40

Comprehensive income, net of taxes	$	26,030	$	25,434	$	109,077	$	105,391

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
Revenues:

Rooms
   $ 100,534 $ 101,085 $ 314,577 $ 309,385
Food and beverage
   104,437 113,100 359,047 362,550
Other hotel revenue
   24,619 26,834 73,493 75,604
Entertainment
   35,134 30,701 92,427 81,893


Total revenues
   264,724 271,720 839,544 829,432
Operating expenses:
   ��
Rooms
   27,575 28,371 83,962 82,492
Food and beverage
   62,649 64,790 200,091 201,045
Other hotel expenses
   72,119 73,331 219,580 219,510
Management fees, net
   4,708 4,408 16,417 15,246


Total hotel operating expenses
   167,051 170,900 520,050 518,293
Entertainment
   22,621 19,100 61,559 54,630
Corporate
   9,220 8,447 24,324 22,315
Preopening costs
   877 —   1,587 —
Depreciation and amortization
   28,546 26,706 83,862 81,888


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


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


Income before income taxes
   24,400 35,415 105,804 113,622
Provision for income taxes
   (530 ) (1,822 ) (2,022 ) (2,352 )


Net income
   $ 23,870 $ 33,593 $ 103,782 $ 111,270


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


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


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


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

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

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended
	September 30,
	2018		2017
Cash Flows from Operating Activities:
Net income	$	105,476	$	103,782
Amounts to reconcile net income to net cash flows provided by operating activities:
Provision (benefit) for deferred income taxes		8,591		(500)
Depreciation and amortization		89,655		83,862
Amortization of deferred financing costs		4,237		3,958
Impairment and other charges		4,540		—
Write-off of deferred financing costs		1,956		925
Stock-based compensation expense		5,824		4,954
Changes in:
Trade receivables		(22,975)		(8,865)
Accounts payable and accrued liabilities		34,679		31,994
Other assets and liabilities		(6,707)		(4,340)
Net cash flows provided by operating activities		225,276		215,770

Cash Flows from Investing Activities:
Purchases of property and equipment		(132,804)		(127,148)
Investment in Gaylord Rockies joint venture		—		(16,309)
Investment in other joint ventures		(2,199)		(6,819)
Purchase of remaining interest in Opry City Stage		(3,948)		—
Other investing activities		(3,591)		(4,139)
Net cash flows used in investing activities		(142,542)		(154,415)

Cash Flows from Financing Activities:
Net borrowings (repayments) under revolving credit facility		99,000		(235,900)
Borrowings under term loan A		—		200,000
Borrowings under term loan B		—		500,000
Repayments under term loan B		(2,500)		(392,500)
Deferred financing costs paid		(642)		(12,268)
Payment of dividends		(128,769)		(120,740)
Payment of tax withholdings for share-based compensation		(4,121)		(3,775)
Other financing activities		(15)		13
Net cash flows used in financing activities		(37,047)		(65,170)

Net change in cash, cash equivalents, and restricted cash		45,687		(3,815)
Cash, cash equivalents, and restricted cash, beginning of period		78,710		81,190
Cash, cash equivalents, and restricted cash, end of period	$	124,397	$	77,375

Reconciliation of cash, cash equivalents, and restricted cash to balance sheet:
Cash and cash equivalents - unrestricted	$	86,025	$	62,672
Cash and cash equivalents - restricted		38,372		14,703
Cash, cash equivalents, and restricted cash, end of period	$	124,397	$	77,375

   Nine Months Ended
   September 30,
   2017 2016
Cash Flows from Operating Activities:

Net income
   $ 103,782 $ 111,270
Amounts to reconcile net income to net cash flows provided by operating activities:

Provision (benefit) for deferred income taxes
   (500 ) 279
Depreciation and amortization
   83,862 81,888
Amortization of deferred financing costs
   3,958 3,647
Write-off of deferred financing costs
   925 —
Stock-based compensation expense
   4,954 4,594
Changes in:

Trade receivables
   (8,865 ) (3,220 )
Accounts payable and accrued liabilities
   31,994 2,647
Other assets and liabilities
   (4,340 ) (1,989 )


Net cash flows provided by operating activities
   215,770 199,116


Cash Flows from Investing Activities:

Purchases of property and equipment
   (127,148 ) (84,557 )
Investment in Gaylord Rockies joint venture
   (16,309 ) (50,443 )
Investment in other joint ventures
   (6,819 ) (750 )
Proceeds from sale of Peterson LOI
   —   6,785
(Increase) decrease in restricted cash and cash equivalents
   7,359 (3,517 )
Other investing activities
   (4,139 ) 1,023


Net cash flows used in investing activities
   (147,056 ) (131,459 )


Cash Flows from Financing Activities:

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 )
Repurchase of Company stock for retirement
   —   (24,811 )
Payment of dividends
   (120,740 ) (112,900 )
Payment of tax withholdings for share-based compensation
   (3,775 ) (3,150 )
Other financing activities
   13 1,271


Net cash flows used in financing activities
   (65,170 ) (88,090 )


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


Cash and cash equivalents - unrestricted, end of period
   $ 62,672 $ 35,858

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

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION:

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 hotel 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 a 35% interest in a joint venture (the “Gaylord Rockies joint venture”) that is developing and ~~operates~~owns Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which is scheduled to open in late 2018 and will be managed by Marriott. On September 13, 2018, the Company entered into a purchase agreement (“Purchase Agreement”) with Aurora Convention Center Hotel Partners, LLC and certain affiliates of the other Gaylord Rockies joint venture partners to increase the Company’s ownership interest in the Gaylord Rockies joint venture to approximately 62.3% for a purchase price of approximately $242 million in cash. The Company expects the transaction to close by the end of 2018, subject to the satisfaction or waiver of the various closing conditions in the Purchase Agreement, including required consent of the Gaylord Rockies joint venture lender and Marriott, the release of certain guarantees and indemnities (which may involve the substitution of the Company on such guarantees and indemnities), no occurrence of any material casualty to Gaylord Rockies and other customary closing conditions. The Company has sufficient cash on hand and availability under its existing credit facility to finance the cash purchase price.

The Company also owns a number of 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; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces, with a flagship location in Nashville that opened in May 2018; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links, the Wildhorse Saloon, and the General Jackson Showboat.

The Company also owns Opry City Stage, a four-level entertainment complex in Times Square that opened in December 2017 under a joint venture agreement for which the Company owned 50%. In the second quarter of 2018, the Company acquired the remaining 50% joint venture interest in Opry City Stage for a combination of $3.9 million in cash and the forgiveness of a note receivable previously due to the Company from the other joint venture partner of $7.9 million. Subsequent to the Company’s purchase of the remaining 50% joint venture interest, the Company determined that current ongoing operations were not meeting the revenue expectations from the time of purchase. In September 2018, the Company announced that it was temporarily suspending operations at Opry City Stage to appropriately reposition the venue and its operations. As a result, the Company performed an impairment assessment of the carrying amount of Opry City Stage assets based on the related estimated total future net cash flows and determined that an impairment charge of $4.5 million was warranted, which is reflected as impairment and other charges in the accompanying condensed consolidated statements of operations and comprehensive income.

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 Form~~10-K~~ 10‑K for the year ended December 31, ~~2016.~~2017. 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,

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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 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 Form~~10-Q~~ 10‑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.

Newly Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)No. ~~2014-09,~~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~~previous 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. The Company has completed a revenue stream scoping process and has 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, dueDue to the short-term,day-to-day nature of the Company’s hospitality and entertainment segment revenues, the pattern of revenue recognition did not change significantly upon adoption. The Company adopted this ASU in the first quarter of 2018 using the modified retrospective approach and has applied the standard to all contracts at the date of initial application. As such, prior period amounts have not been restated, and the Company recorded a transition adjustment to retained earnings of $0.1 million, which is ~~not expected~~reflected in the condensed consolidated balance sheet for September 30, 2018 included herein. See Note 2, “Revenues,” to ~~change significantly.~~the condensed consolidated financial statements included herein for further disclosures.

In February 2016, the FASB issued ASUNo. ~~2016-02,~~2016‑02, “ “Leases,” that requires lessees to ~~put~~record 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, and ~~requires a~~the Company plans to adopt this standard at that time using the modified retrospective approach, with ~~restatement~~a cumulative-effect adjustment, if any, to retained earnings in the period of ~~prior periods.~~adoption. Prior period amounts will not be restated. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases,” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” both of which provide practical expedients that the Company intends to adopt. By adopting these practical expedients, the Company will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. The Company is evaluating its inventory of leases and determining the appropriate discount rates that will be used to determine the right-of-use assets and lease liabilities to be recorded, and the primary impact of the adoption ~~will~~is estimated to be the inclusion of the Company’s~~75-year~~ 75‑year ground lease at Gaylord Palms on its balance sheet. See Note 12, “Commitments and Contingencies,” to the consolidated financial statements included in the Company’s Annual Report on Form~~10-K~~ 10‑K for the year ended December 31, ~~2016~~2017 for a further disclosure of the Company’s outstanding leases.

In June 2016, the FASB issued ASUNo. ~~2016-13,~~2016‑13, “ “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments,” which will change how entities 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~~forward-

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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 November 2016, the FASB issued ASU No. 2016‑18, “Restricted Cash,” which requires entities to disclose changes in the total of cash and restricted cash in the statement of cash flows. As a result, entities no longer present transfers between cash and restricted cash in the statement of cash flows, and present a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. The Company adopted this ASU in the first quarter of 2018, and this adoption did not have a material impact on the Company’s financial statements. The prior period presentation has been updated to conform to the current year presentation.

In March 2017, the FASB issued ASUNo. ~~2017-07,~~2017‑07, “ “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which ~~will change~~changes 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~~is presented in the same income statement line ~~item(s)~~items as other employee compensation costs. In addition, the other components of net periodic benefit cost ~~will be~~are presented separately from service cost and outside of operating income, which the Company has included in other gains and (losses), net in the accompanying condensed consolidated statements of operations and comprehensive income. The Company adopted this ASU ~~is effective for the Company~~ in the first quarter of 2018, and this adoption ~~will~~did not have a material impact on the Company’s financial statements.

The prior period presentation has been updated to conform to the current year presentation.

2. REVENUES:

2.Revenues from occupied hotel rooms are recognized over time as the daily hotel stay is provided to hotel groups and guests. Revenues from concessions, food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the hotel group or guest. Revenues from ancillary services at the Company’s hotels, such as spa, parking, and transportation services, are generally recognized at the time the goods or services are provided. Cancellation fees and attrition fees, which 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 generally recognized as revenue in the period the Company determines it is probable that a significant reversal in the amount of revenue recognized will not occur, which is the period these fees are collected. The Company generally recognizes revenues from the Entertainment segment at the point in time that services are provided or goods are delivered or shipped to the customer, as applicable. Almost all of the Company’s revenues are either cash-based or, for meeting and convention groups who meet the Company’s credit criteria, billed and collected on a short-term receivables basis. The Company is required to collect certain taxes from customers on behalf of government agencies and remit these to the applicable governmental entity on a periodic basis. These taxes are collected from customers at the time of purchase, but are not included in revenue. The Company records a liability upon collection of such taxes from the customer and relieves the liability when payments are remitted to the applicable governmental agency.

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The Company’s revenues disaggregated by major source are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017

Hotel group rooms	$	69,258	$	66,758	$	241,804	$	228,122
Hotel transient rooms		33,923		33,776		90,686		86,455
Hotel food and beverage - banquets		82,742		69,820		280,729		251,362
Hotel food and beverage - outlets		35,754		34,617		111,759		107,685
Hotel other		27,563		24,619		81,129		73,493
Entertainment admissions/ticketing		19,215		19,167		51,282		47,465
Entertainment food and beverage		14,606		8,305		33,000		22,823
Entertainment retail and other		9,188		7,662		24,164		22,139
Total revenues	$	292,249	$	264,724	$	914,553	$	839,544

The Company’s Hospitality segment revenues disaggregated by location are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017

Gaylord Opryland	$	80,591	$	76,237	$	258,251	$	231,459
Gaylord Palms		38,901		37,238		147,071		139,619
Gaylord Texan		62,826		50,166		179,794		159,683
Gaylord National		60,304		58,936		200,747		195,388
AC Hotel		2,496		2,928		8,378		9,066
Inn at Opryland and other		4,122		4,085		11,866		11,902
Total Hospitality segment revenues	$	249,240	$	229,590	$	806,107	$	747,117

Almost all of the Company’s Entertainment segment revenues are concentrated in Nashville, Tennessee.

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At September 30, 2018 and December 31, 2017, the Company had $72.6 million and $51.2 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2017, approximately $44.2 million was recognized in revenue during the nine months ended September 30, 2018.

3. INCOME PER SHARE:

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2018	2017	2018	2017
Weighted average shares outstanding - basic	51,325	51,191	51,281	51,131
Effect of dilutive stock-based compensation	194	185	195	200
Weighted average shares outstanding - diluted	51,519	51,376	51,476	51,331

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Weighted average shares outstanding—basic
   51,191    51,004    51,131    51,009
Effect of dilutive stock-based compensation
   185    266    200    270








Weighted average shares outstanding—diluted
   51,376    51,270    51,331    51,279

4. ACCUMULATED OTHER COMPREHENSIVE LOSS:

The Company’s balance in accumulated other comprehensive loss is ~~composed~~comprised of amounts related to the Company’s minimum pension ~~liability. During~~liability and amounts related to an other-than-temporary impairment of a held-to-maturity investment with respect to the ~~three months~~notes receivable discussed in Note 6, “Notes Receivable,” to the condensed consolidated financial statements included herein, and Note 3, “Notes Receivable,” to the consolidated financial statements included in the

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Company’s Annual Report on Form 10‑K for the year ended December 31, 2017. Changes in accumulated other comprehensive loss by component for the nine months ended September 30, 2018 and 2017 consisted of 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.following (in thousands):


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of
	Liability		Investment		Total
Balance, December 31, 2017	$	(20,149)	$	(6,543)	$	(26,692)
Amounts reclassified from accumulated other comprehensive loss		4,429		249		4,678
Income tax expense		(1,077)		—		(1,077)
Net other comprehensive income		3,352		249		3,601
Balance, September 30, 2018	$	(16,797)	$	(6,294)	$	(23,091)


			Other-Than-
	Minimum		Temporary
	Pension		Impairment of
	Liability		Investment		Total
Balance, December 31, 2016	$	(22,268)	$	—	$	(22,268)
Amounts reclassified from accumulated other comprehensive loss		1,609		—		1,609
Income tax benefit		—		—		—
Net other comprehensive income		1,609		—		1,609
Balance, September 30, 2017	$	(20,659)	$	—	$	(20,659)

5. PROPERTY AND EQUIPMENT:

Property and equipment at September 30, ~~2017~~2018 and December 31, ~~2016~~2017 is recorded at cost and summarized as follows (in thousands):


	September 30,		December 31,
	2018		2017
Land and land improvements	$	268,521	$	267,051
Buildings		2,556,311		2,440,471
Furniture, fixtures and equipment		715,507		647,988
Construction-in-progress		99,887		138,702
		3,640,226		3,494,212
Accumulated depreciation		(1,513,462)		(1,428,555)
Property and equipment, net	$	2,126,764	$	2,065,657

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




   3,445,328    3,319,319
Accumulated depreciation
   (1,400,885 )    (1,321,307 )




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

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.

5.6. NOTES RECEIVABLE:

As further discussed in the Company’s Annual Report on Form~~10-K~~ 10‑K for the year ended December 31, ~~2016,~~2017, in connection with the development of Gaylord National, the Company is currently holding two issuances of governmental bonds and receives debt service and principle payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity ~~date.~~dates of July 1, 2034 and September 1, 2037, respectively. The Company ~~is recording the amortization of discount on these notes receivable as~~records interest income over the life of the ~~notes.~~notes using the effective interest method.

During the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded interest income of ~~$2.9~~$2.6 million and ~~$3.0~~$2.9 million, respectively, on these bonds. During the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded interest income of ~~$8.7~~$7.9 million and ~~$9.0~~$8.7 million, respectively, on these bonds. The Company received payments of $10.9 million and $11.1 million during ~~each of~~ the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, relating to these notes receivable. ~~See additional discussion regarding~~

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7. DEBT:

The Company’s debt and capital lease obligations at September 30, 2018 and December 31, 2017 consisted of (in thousands):


	September 30,		December 31,
	2018		2017
$700 Million Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing May 23, 2021, less unamortized deferred financing costs of $7,185 and $9,076	$	262,815	$	161,924
$200 Million Term Loan A, interest at LIBOR plus 1.50%, maturing May 23, 2022, less unamortized deferred financing costs of $1,305 and $1,557		198,695		198,443
$500 Million Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $5,527 and $7,595		488,223		488,655
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $2,624 and $3,340		347,376		346,660
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $4,305 and $4,929		395,695		395,071
Capital lease obligations		623		639
Total debt	$	1,693,427	$	1,591,392

The majority of amounts due within one year consist of the ~~fair value~~amortization payments for the $500 million term loan B of ~~these notes receivable~~1.0% of the original principal balance, as described in ~~Note 14.~~the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017.

~~6. INVESTMENT IN GAYLORD ROCKIES JOINT VENTURE:~~At September 30, 2018, the Company was in compliance with all of its covenants related to its outstanding debt.

~~In March 2016, certain subsidiaries of~~$500 Million Term Loan B

On June 26, 2018, the Company entered into an Amendment No. 2 (the “Amendment”) to the Company’s Fifth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Amendment reduces the applicable interest rate margins for borrowings under the term loan B to, at the Company’s option, either (i) LIBOR plus 2.00% or (ii) a ~~series~~base rate as set in the Credit Agreement. In addition, the Amendment extends the date of ~~agreements with affiliates~~commencement of ~~RIDA Development Corporation (“RIDA”~~any excess cash flow payments by one year to December 31, 2019. The Amendment did not change the maturity dates existing under the Credit Agreement or result in any increase or decrease in outstanding borrowings.

As a result of the repricing of the term loan B, the Company wrote off $2.0 million of deferred financing costs during the nine months ended September 30, 2018, which is included in interest expense in the accompanying condensed consolidated statement of operations.

For descriptions of the Company’s other outstanding debt obligations, see “Principal Debt Agreements” within “Liquidity and Capital Resources” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form 10‑Q.

8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:

On October 1, 2012, the Company consummated its agreement to sell the Gaylord Hotels brand (the “IP Rights”) and ~~Ares Management, L.P. (“Ares”) with respect~~rights to ~~an equity investment in~~manage the Gaylord ~~Rockies Resort & Convention Center~~Hotels properties (the “Management Rights”) to Marriott for $210.0 million in ~~Aurora, Colorado (“~~cash. Effective October 1, 2012, Marriott assumed responsibility for managing the day-to-day operations of the Gaylord ~~Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by Marriott~~Hotels properties pursuant to a ~~long-term~~ management ~~contract~~agreement for each Gaylord Hotel property. The Company allocated $190.0 million of the purchase price to the Management Rights and $20.0 million to the IP Rights.

For financial accounting purposes, the amount related to the Management Rights was deferred and is ~~expected~~amortized on a straight line basis over the 65‑year term of the hotel management agreements, including extensions, as a reduction in management fee expense. The amount related to ~~consist~~the IP Rights was recognized into income as other gains and losses during 2012.

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9. STOCK PLANS:

~~1,500-room~~During the nine months ended September 30, 2018, the Company granted ~~resort hotel~~ 0.1 million restricted stock units with ~~over 485,000 square feet~~a weighted-average grant date fair value of ~~exhibition, meeting,~~$~~pre-function~~71.91 per award. There were 0.3 million and ~~outdoor space.~~ 0.4 million restricted stock units outstanding at September 30, 2018 and December 31, 2017, respectively.

The ~~hotel is expected~~compensation expense that has been charged against pre-tax income for all of the Company’s stock-based compensation plans was $1.9 million and $1.7 million for the three months ended September 30, 2018 and 2017, respectively, and $5.8 million and $5.0 million for the nine months ended September 30, 2018 and 2017, respectively.

10. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:

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				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Interest cost	$	808	$	891	$	2,422	$	2,706
Expected return on plan assets		(1,087)		(1,051)		(3,259)		(3,098)
Amortization of net actuarial loss		259		282		778		861
Net settlement loss		1,004		1,218		1,004		1,218
Total net periodic pension expense	$	984	$	1,340	$	945	$	1,687

As a result of increased lump-sum distributions from the Company’s qualified retirement plan during 2018 and 2017, net settlement losses of $1.0 million and $1.2 million were recognized in the three months and nine months ended September 30, 2018 and 2017, respectively.

In addition, the increase in lump-sum distributions required the Company to re-measure its liability under its pension plan as of September 30, 2018. As a result of the re-measurement, as well as an increase in the pension plan’s assumed discount rate from 3.3% at December 31, 2017 to 4.0% at September 30, 2018, the Company recorded a $3.4 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, 2018.

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				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Interest cost	$	24	$	27	$	72	$	81
Amortization of net actuarial loss		64		61		193		184
Amortization of prior service credit		(329)		(328)		(986)		(985)
Total net postretirement benefit income	$	(241)	$	(240)	$	(721)	$	(720)

11. INCOME TAXES:

The Company has elected to be ~~completed in late~~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 continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).

The Company recorded an income tax provision of $1.9 million and $0.5 million for the three months ended September 30, 2018 and 2017, respectively, and $9.7 million and $2.0 million for the nine months ended September 30, 2018 and 2017, respectively, related to the current period operations of the Company. These results differ from the

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statutory rate primarily due to the REIT dividends paid deduction in both periods and the change in valuation allowance required at the TRSs for the nine months ended September 30, 2017.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and included a reduction to the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. As discussed in SEC Staff Accounting Bulletin No. 118, the accounting for the TCJA should be completed within one year from enactment. As of September 30, 2018, the Company has ~~a total estimated project cost~~completed its accounting for all of ~~approximately $800 million.~~the enactment-date income tax effects of the TCJA. During the nine months ended September 30, 2018, the Company has made no adjustments to the provisional amounts recorded at December 31, 2017.

At September 30, 2018 and December 31, 2017, the Company had no unrecognized tax benefits.

12. COMMITMENTS AND CONTINGENCIES:

The Company currently owns a 35% interest in a ~~limited liability company~~joint venture that is developing and owns ~~the real property comprising the hotel,~~Gaylord Rockies, which ~~the Company purchased for a capital contribution of approximately $86.5 million, of which the final portion was funded~~is expected to open 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 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.

late 2018. In connection with the ~~agreements,~~joint venture, 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 Gaylord Rockies 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 September 30, ~~2017,~~2018, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees.

~~7. DEBT:~~

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

   September 30,    December 31,
   2017    2016
$700 Million Revolving Credit Facility, terms as set forth below, less unamortized deferred financing costs of $9,696 and $5,267
   $ 136,804    $ 377,133
$200 Million Term Loan A, terms as set forth below, less unamortized deferred financing costs of $1,641 and $0
   198,359    —
$500 Million Term Loan B, terms as set forth below, less unamortized deferred financing costs of $7,860 and $0
   489,640    —
$400 Million Term Loan B, interest at LIBOR plus 2.75%, originally maturing January 15, 2021, less unamortized deferred financing costs of $0 and $5,273
   —      384,727
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $3,566 and $4,246
   346,434    345,754
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $5,126 and $5,719
   394,874    394,281
Capital lease obligations
   643    659




Total debt
   $ 1,566,754    $ 1,502,554

~~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 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).

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.

~~$700 Million Revolving Credit Facility~~

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.

~~$200 Million Term Loan A~~

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.

~~$500 Million Term Loan B~~

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.

~~8. DEFERRED MANAGEMENT RIGHTS PROCEEDS:~~

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 the~~day-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.

~~9. STOCK PLANS:~~

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

~~The compensation expense that has been charged againstpre-tax~~ income for all of the Company’s stock-based compensation plans was $1.7 million and $1.5 million for the three months ended 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.

~~10. PENSION AND POSTRETIREMENT BENEFITS OTHER THAN PENSION PLANS:~~

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








Total net periodic pension expense
   $ 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    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Interest cost
   $ 27    $ 30    $ 81    $ 90
Amortization of net actuarial loss
   61    60    184    181
Amortization of prior service credit
   (328 )    (328 )    (985 )    (985 )








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

~~11. INCOME TAXES:~~

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 on~~built-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”).

The Company recorded an income tax provision of $0.5 million and $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 September 30, 2017 and December 31, 2016, the Company had no unrecognized tax benefits.~~

~~12. COMMITMENTS AND CONTINGENCIES:~~

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~~contingencies will not have a material effect on the ~~results of operations,~~ financial ~~condition or liquidity~~statements of the Company.

13. STOCKHOLDERS’ EQUITY:

~~Dividends~~

On February ~~28, 2017,~~23, 2018, the Company’s board of directors declared the Company’s first quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$40.9~~$43.6 million in cash, which was paid on April ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on March ~~31, 2017.~~30, 2018.

On June ~~9, 2017,~~18, 2018, the Company’s board of directors declared the Company’s second quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$41.0~~$43.6 million in cash, which was paid on July ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on June ~~19, 2017.~~29, 2018.

On September ~~18, 2017,~~17, 2018, the Company’s board of directors declared the Company’s third quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$41.0~~$43.6 million in cash, which was paid on October ~~13, 2017~~15, 2018 to stockholders of record as of the close of business on September ~~29, 2017.~~28, 2018.

~~Previous Stock Repurchase Authorization~~

~~During the nine months ended September 30, 2016, the Company repurchased 0.5 million shares~~

Table 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.Contents

14. FAIR VALUE MEASUREMENTS:

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 September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, 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 September 30, ~~2017~~2018 and December 31, ~~2016.~~2017. The Company’s assets measured at fair value on a recurring basis at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, were as follows (in thousands):


			Markets for		Observable		Unobservable
	September 30,		Identical Assets		Inputs		Inputs
	2018		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	26,148	$	26,148	$	—	$	—
Total assets measured at fair value	$	26,148	$	26,148	$	—	$	—


			Markets for		Observable		Unobservable				Markets for		Observable		Unobservable
	September 30,		Identical Assets		Inputs		Inputs		December 31,		Identical Assets		Inputs		Inputs
	2017		(Level 1)		(Level 2)		(Level 3)		2017		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	24,339	$	24,339	$	—	$	—	$	25,055	$	25,055	$	—	$	—

Total assets measured at fair value	$	24,339	$	24,339	$	—	$	—	$	25,055	$	25,055	$	—	$	—


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

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

The remainder of the assets and liabilities held by the Company at September 30, ~~2017~~2018 are not required to be recorded at fair ~~value. The~~value, and the carrying value ~~of certain~~ of these assets and liabilities ~~do not~~ approximate fair ~~value, as described below.~~

~~As further discussed in Note 5 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 $78.7 million and $71.8 million, respectively, at 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 September 30, 2017 and the fair value of the Series B Bond was approximately $54 million at 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 September 30, 2017.value.

15. FINANCIAL REPORTING BY BUSINESS SEGMENTS:

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

•

Hospitality, which includes Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National, the Inn at Opryland, the AC Hotel, and the Company’s equity investment in ~~the~~ Gaylord ~~Rockies joint venture;~~Rockies;

•

Entertainment, which includes the Grand Ole Opry, the Ryman Auditorium,WSM-AM, Ole Red, Opry City Stage, and the Company’s ~~other attractions~~Nashville-based attractions; and ~~media and entertainment businesses, as well as the Company’s investment in a joint venture associated with a Times Square restaurant and entertainment venue; and~~

•

Corporate and Other, which includes the Company’s corporate expenses.

Table of Contents

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Revenues:
Hospitality	$	249,240	$	229,590	$	806,107	$	747,117
Entertainment		43,009		35,134		108,446		92,427
Corporate and Other		—		—		—		—
Total	$	292,249	$	264,724	$	914,553	$	839,544

Depreciation and amortization:
Hospitality	$	27,946	$	26,061	$	81,379	$	76,786
Entertainment		2,613		1,965		6,885		5,465
Corporate and Other		435		520		1,391		1,611
Total	$	30,994	$	28,546	$	89,655	$	83,862

Operating income:
Hospitality	$	43,518	$	36,298	$	175,213	$	149,788
Entertainment		9,069		10,518		20,614		25,325
Corporate and Other		(7,647)		(8,429)		(24,572)		(24,397)
Preopening costs		(300)		(877)		(3,972)		(1,587)
Impairment and other charges		(4,540)		—		(4,540)		—
Total operating income		40,100		37,510		162,743		149,129
Interest expense		(19,220)		(16,621)		(55,574)		(49,640)
Interest income		2,678		2,957		8,197		8,874
Loss from joint ventures		(985)		(899)		(2,227)		(2,616)
Other gains and (losses), net		1,881		1,453		2,085		57
Income before income taxes	$	24,454	$	24,400	$	115,224	$	105,804

   Three Months Ended    Nine Months Ended
   September 30,    September 30,
   2017    2016    2017    2016
Revenues:

Hospitality
   $ 229,590    $ 241,019    $ 747,117    $ 747,539
Entertainment
   35,134    30,701    92,427    81,893
Corporate and Other
   —      —      —      —








Total
   $ 264,724    $ 271,720    $ 839,544    $ 829,432








Depreciation and amortization:

Hospitality
   $ 26,061    $ 24,401    $ 76,786    $ 75,051
Entertainment
   1,965    1,637    5,465    4,845
Corporate and Other
   520    668    1,611    1,992








Total
   $ 28,546    $ 26,706    $ 83,862    $ 81,888








Operating income:

Hospitality
   $ 36,478    $ 45,718    $ 150,281    $ 154,195
Entertainment
   10,548    9,964    25,403    22,418
Corporate and Other
   (9,740 )    (9,115 )    (25,935 )    (24,307 )
Preopening costs
   (877 )    —      (1,587 )    —








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








Income before income taxes
   $ 24,400    $ 35,415    $ 105,804    $ 113,622

16. INFORMATION CONCERNING GUARANTOR ANDNON-GUARANTOR SUBSIDIARIES:

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 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.

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RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, ~~2017~~2018


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

ASSETS:
Property and equipment, net of accumulated depreciation	$	—	$	—	$	1,647,468	$	479,296	$	—	$	2,126,764
Cash and cash equivalents - unrestricted		58		2,508		192		83,267		—		86,025
Cash and cash equivalents - restricted		—		—		—		38,372		—		38,372
Notes receivable		—		—		—		108,696		—		108,696
Investment in Gaylord Rockies joint venture		—		—		—		89,403		—		89,403
Trade receivables, less allowance		—		—		—		80,595		—		80,595
Deferred income tax assets, net		—		—		(336)		40,785		—		40,449
Prepaid expenses and other assets		230		58		2		74,051		—		74,341
Intercompany receivables, net		—		—		1,846,754		—		(1,846,754)		—
Investments		995,468		2,890,033		650,362		1,384,814		(5,920,677)		—
Total assets	$	995,756	$	2,892,599	$	4,144,442	$	2,379,279	$	(7,767,431)	$	2,644,645

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	—	$	1,692,803	$	—	$	624	$	—	$	1,693,427
Accounts payable and accrued liabilities		82		22,793		5,376		186,460		—		214,711
Dividends payable		44,668		—		—		—		—		44,668
Deferred management rights proceeds		—		—		—		174,784		—		174,784
Other liabilities		—		—		98,821		60,739		—		159,560
Intercompany payables, net		593,511		969,127		—		284,116		(1,846,754)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—		—		—		—		—		—
Common stock		513		1		1		2,387		(2,389)		513
Additional paid-in-capital		898,845		542,991		2,835,468		2,093,818		(5,472,277)		898,845
Treasury stock		(14,195)		—		—		—		—		(14,195)
Accumulated deficit		(504,577)		(335,116)		1,204,776		(400,558)		(469,102)		(504,577)
Accumulated other comprehensive loss		(23,091)		—		—		(23,091)		23,091		(23,091)
Total stockholders' equity		357,495		207,876		4,040,245		1,672,556		(5,920,677)		357,495
Total liabilities and stockholders' equity	$	995,756	$	2,892,599	$	4,144,442	$	2,379,279	$	(7,767,431)	$	2,644,645

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
ASSETS:

Property and equipment, net of accumulated depreciation
$ —   $ —   $ 1,626,061 $ 418,382 $ —   $ 2,044,443
Cash and cash equivalents—unrestricted
130 311 522 61,709 —   62,672
Cash and cash equivalents—restricted
—   —   —   14,703 —   14,703
Notes receivable
—   —   —   150,493 —   150,493
Investment in Gaylord Rockies joint venture
—   —   —   88,378 —   88,378
Trade receivables, less allowance
—   —   —   56,684 —   56,684
Prepaid expenses and other assets
—   —   —   85,722 (10,593 ) 75,129
Intercompany receivables, net
—   —   1,670,070 —   (1,670,070 ) —
Investments
979,917 2,886,063 647,247 768,523 (5,281,750 ) —

Total assets
$ 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
$ —   $ 1,566,110 $ —   $ 644 $ —   $ 1,566,754
Accounts payable and accrued liabilities
702 20,487 8,802 178,892 (10,593 ) 198,290
Dividends payable
41,866 —   —   —   —   41,866
Deferred management rights proceeds
—   —   —   177,815 —   177,815
Deferred income tax liabilities, net
209 —   (201 ) 961 —   969
Other liabilities
—   —   93,798 61,614 —   155,412
Intercompany payables, net
585,874 847,692 —   236,504 (1,670,070 ) —
Commitments and contingencies

Stockholders’ equity:

Preferred stock
—   —   —   —   —   —
Common stock
512 1 1 2,387 (2,389 ) 512
Additionalpaid-in-capital
894,883 713,735 2,831,499 1,473,558 (5,018,792 ) 894,883
Treasury stock
(11,542 ) —   —   —   —   (11,542 )
Accumulated deficit
(511,798 ) (261,651 ) 1,010,001 (467,122 ) (281,228 ) (511,798 )
Accumulated other comprehensive loss
(20,659 ) —   —   (20,659 ) 20,659 (20,659 )

Total stockholders’ equity
351,396 452,085 3,841,501 988,164 (5,281,750 ) 351,396

Total liabilities and stockholders’ equity
$ 980,047 $ 2,886,374 $ 3,943,900 $ 1,644,594 $ (6,962,413 ) $ 2,492,502

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2016~~2017


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

ASSETS:
Property and equipment, net of accumulated depreciation	$	—	$	—	$	1,640,274	$	425,383	$	—	$	2,065,657
Cash and cash equivalents - unrestricted		38		759		36		56,724		—		57,557
Cash and cash equivalents - restricted		—		—		—		21,153		—		21,153
Notes receivable		—		—		—		111,423		—		111,423
Investment in Gaylord Rockies joint venture		—		—		—		88,685		—		88,685
Trade receivables, less allowance		—		—		—		57,520		—		57,520
Deferred income tax assets, net		—		—		(301)		50,418		—		50,117
Prepaid expenses and other assets		—		—		5		72,111		—		72,116
Intercompany receivables, net		—		—		1,717,157		—		(1,717,157)		—
Investments		1,006,461		2,890,032		651,006		1,364,814		(5,912,313)		—
Total assets	$	1,006,499	$	2,890,791	$	4,008,177	$	2,248,231	$	(7,629,470)	$	2,524,228

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	—	$	1,590,753	$	—	$	639	$	—	$	1,591,392
Accounts payable and accrued liabilities		150		11,180		15,795		152,524		—		179,649
Dividends payable		42,129		—		—		—		—		42,129
Deferred management rights proceeds		—		—		—		177,057		—		177,057
Other liabilities		—		—		95,078		60,767		—		155,845
Intercompany payables, net		586,064		895,408		—		235,685		(1,717,157)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—		—		—		—		—		—
Common stock		512		1		1		2,387		(2,389)		512
Additional paid-in-capital		896,759		671,875		2,835,468		2,073,818		(5,581,161)		896,759
Treasury stock		(13,253)		—		—		—		—		(13,253)
Accumulated deficit		(479,170)		(278,426)		1,061,835		(427,954)		(355,455)		(479,170)
Accumulated other comprehensive loss		(26,692)		—		—		(26,692)		26,692		(26,692)
Total stockholders' equity		378,156		393,450		3,897,304		1,621,559		(5,912,313)		378,156
Total liabilities and stockholders' equity	$	1,006,499	$	2,890,791	$	4,008,177	$	2,248,231	$	(7,629,470)	$	2,524,228

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
ASSETS:

Property and equipment, net of accumulated depreciation
$ —   $ —   $ 1,600,288 $ 397,724 $ —   $ 1,998,012
Cash and cash equivalents - unrestricted
28 1,234 23 57,843 —   59,128
Cash and cash equivalents - restricted
—   —   —   22,062 —   22,062
Notes receivable
—   —   —   152,882 —   152,882
Investment in Gaylord Rockies joint venture
—   —   —   70,440 —   70,440
Trade receivables, less allowance
—   —   —   47,818 —   47,818
Prepaid expenses and other assets
460 42 5 55,407 (503 ) 55,411
Intercompany receivables, net
—   —   1,640,220 —   (1,640,220 ) —
Investments
988,467 2,886,113 546,007 803,618 (5,224,205 ) —

Total assets
$ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Debt and capital lease obligations
$ —   $ 1,501,895 $ —   $ 659 $ —   $ 1,502,554
Accounts payable and accrued liabilities
740 8,152 11,863 142,940 (490 ) 163,205
Dividends payable
39,404 —   —   —   —   39,404
Deferred management rights proceeds
—   —   —   180,088 —   180,088
Deferred income tax liabilities, net
828 —   573 68 —   1,469
Other liabilities
—   —   89,989 61,060 (13 ) 151,036
Intercompany payables, net
579,986 752,852 —   307,382 (1,640,220 ) —
Commitments and contingencies

Stockholders’ equity:

Preferred stock
—   —   —   —   —   —
Common stock
510 1 1 2,387 (2,389 ) 510
Additionalpaid-in-capital
893,102 835,294 2,827,692 1,410,611 (5,073,597 ) 893,102
Treasury stock
(11,542 ) —   —   —   —   (11,542 )
Accumulated deficit
(491,805 ) (210,805 ) 856,425 (475,133 ) (170,487 ) (491,805 )
Accumulated other comprehensive loss
(22,268 ) —   —   (22,268 ) 22,268 (22,268 )

Total stockholders’ equity
367,997 624,490 3,684,118 915,597 (5,224,205 ) 367,997

Total liabilities and stockholders’ equity
$ 988,955 $ 2,887,389 $ 3,786,543 $ 1,607,794 $ (6,864,928 ) $ 2,405,753

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2018


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

Revenues:
Rooms	$	—	$	—	$	—	$	103,181	$	—	$	103,181
Food and beverage		—		—		—		118,496		—		118,496
Other hotel revenue		—		—		76,592		32,691		(81,720)		27,563
Entertainment		—		—		—		43,009		—		43,009
Total revenues		—		—		76,592		297,377		(81,720)		292,249
Operating expenses:
Rooms		—		—		—		29,563		—		29,563
Food and beverage		—		—		—		67,305		—		67,305
Other hotel expenses		—		—		11,510		139,318		(76,478)		74,350
Management fees, net		—		—		—		6,558		—		6,558
Total hotel operating expenses		—		—		11,510		242,744		(76,478)		177,776
Entertainment		—		—		—		31,327		—		31,327
Corporate		63		410		—		6,739		—		7,212
Preopening costs		—		—		—		300		—		300
Corporate overhead allocation		2,873		—		2,369		—		(5,242)		—
Depreciation and amortization		—		—		15,548		15,446		—		30,994
Impairment and other charges		—		—		—		4,540		—		4,540
Total operating expenses		2,936		410		29,427		301,096		(81,720)		252,149
Operating income (loss)		(2,936)		(410)		47,165		(3,719)		—		40,100
Interest expense		—		(19,214)		—		(6)		—		(19,220)
Interest income		—		—		—		2,678		—		2,678
Loss from joint ventures		—		—		—		(985)		—		(985)
Other gains and (losses), net		—		—		—		1,881		—		1,881
Income (loss) before income taxes		(2,936)		(19,624)		47,165		(151)		—		24,454
Provision for income taxes		—		—		(78)		(1,785)		—		(1,863)
Equity in subsidiaries’ earnings, net		25,527		—		—		—		(25,527)		—
Net income (loss)	$	22,591	$	(19,624)	$	47,087	$	(1,936)	$	(25,527)	$	22,591
Comprehensive income (loss)	$	26,030	$	(19,624)	$	47,087	$	1,503	$	(28,966)	$	26,030

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2017


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

Revenues:
Rooms	$	—	$	—	$	—	$	100,534	$	—	$	100,534
Food and beverage		—		—		—		104,437		—		104,437
Other hotel revenue		—		—		78,196		28,701		(82,278)		24,619
Entertainment		—		—		—		35,134		—		35,134
Total revenues		—		—		78,196		268,806		(82,278)		264,724
Operating expenses:
Rooms		—		—		—		27,575		—		27,575
Food and beverage		—		—		—		62,649		—		62,649
Other hotel expenses		—		—		11,177		139,209		(78,087)		72,299
Management fees, net		—		—		—		4,708		—		4,708
Total hotel operating expenses		—		—		11,177		234,141		(78,087)		167,231
Entertainment		—		—		—		22,652		(1)		22,651
Corporate		101		424		—		7,384		—		7,909
Preopening costs		—		—		—		877		—		877
Corporate overhead allocation		2,339		—		1,851		—		(4,190)		—
Depreciation and amortization		—		—		14,933		13,613		—		28,546
Total operating expenses		2,440		424		27,961		278,667		(82,278)		227,214
Operating income (loss)		(2,440)		(424)		50,235		(9,861)		—		37,510
Interest expense		—		(16,614)		—		(7)		—		(16,621)
Interest income		—		—		—		2,957		—		2,957
Loss from joint ventures		—		—		—		(899)		—		(899)
Other gains and (losses), net		—		—		—		1,453		—		1,453
Income (loss) before income taxes		(2,440)		(17,038)		50,235		(6,357)		—		24,400
(Provision) benefit for income taxes		—		—		590		(1,120)		—		(530)
Equity in subsidiaries’ earnings, net		26,310		—		—		—		(26,310)		—
Net income (loss)	$	23,870	$	(17,038)	$	50,825	$	(7,477)	$	(26,310)	$	23,870
Comprehensive income (loss)	$	25,434	$	(17,038)	$	50,825	$	(5,913)	$	(27,874)	$	25,434

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
$ —   $ —   $ —   $ 100,534 $ —   $ 100,534
Food and beverage
—   —   —   104,437 —   104,437
Other hotel revenue
—   —   78,196 28,701 (82,278 ) 24,619
Entertainment
—   —   —   35,134 —   35,134

Total revenues
—   —   78,196 268,806 (82,278 ) 264,724
Operating expenses:

Rooms
—   —   —   27,575 —   27,575
Food and beverage
—   —   —   62,649 —   62,649
Other hotel expenses
—   —   11,177 139,029 (78,087 ) 72,119
Management fees, net
—   —   —   4,708 —   4,708

Total hotel operating expenses
—   —   11,177 233,961 (78,087 ) 167,051
Entertainment
—   —   —   22,622 (1 ) 22,621
Corporate
101 424 —   8,695 —   9,220
Preopening costs
—   —   —   877 —   877
Corporate overhead allocation
2,339 —   1,851 —   (4,190 ) —
Depreciation and amortization
—   —   14,933 13,613 —   28,546

Total operating expenses
2,440 424 27,961 279,768 (82,278 ) 228,315

Operating income (loss)
(2,440 ) (424 ) 50,235 (10,962 ) —   36,409

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

Income (loss) before income taxes
(2,440 ) (17,038 ) 50,235 (6,357 ) —   24,400
(Provision) benefit for income taxes
—   —   590 (1,120 ) —   (530 )
Equity in subsidiaries’ earnings, net
26,310 —   —   —   (26,310 ) —

Net income (loss)
$ 23,870 $ (17,038 ) $ 50,825 $ (7,477 ) $ (26,310 ) $ 23,870

Comprehensive income (loss)
$ 25,434 $ (17,038 ) $ 50,825 $ (5,913 ) $ (27,874 ) $ 25,434

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the ~~Three~~Nine Months Ended September 30, ~~2016~~2018


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

Revenues:
Rooms	$	—	$	—	$	—	$	332,490	$	—	$	332,490
Food and beverage		—		—		—		392,488		—		392,488
Other hotel revenue		—		—		229,608		95,305		(243,784)		81,129
Entertainment		—		—		—		108,470		(24)		108,446
Total revenues		—		—		229,608		928,753		(243,808)		914,553
Operating expenses:
Rooms		—		—		—		88,550		—		88,550
Food and beverage		—		—		—		211,677		—		211,677
Other hotel expenses		—		—		34,387		421,846		(229,268)		226,965
Management fees, net		—		—		—		22,323		—		22,323
Total hotel operating expenses		—		—		34,387		744,396		(229,268)		549,515
Entertainment		—		—		—		80,971		(24)		80,947
Corporate		188		1,135		2		21,856		—		23,181
Preopening costs		—		—		—		3,972		—		3,972
Corporate overhead allocation		7,983		—		6,533		—		(14,516)		—
Depreciation and amortization		—		—		45,583		44,072		—		89,655
Impairment and other charges		—		—		—		4,540		—		4,540
Total operating expenses		8,171		1,135		86,505		899,807		(243,808)		751,810
Operating income (loss)		(8,171)		(1,135)		143,103		28,946		—		162,743
Interest expense		—		(55,555)		—		(19)		—		(55,574)
Interest income		—		—		—		8,197		—		8,197
Loss from joint ventures		—		—		—		(2,227)		—		(2,227)
Other gains and (losses), net		—		—		—		2,085		—		2,085
Income (loss) before income taxes		(8,171)		(56,690)		143,103		36,982		—		115,224
Provision for income taxes		—		—		(162)		(9,586)		—		(9,748)
Equity in subsidiaries’ earnings, net		113,647		—		—		—		(113,647)		—
Net income (loss)	$	105,476	$	(56,690)	$	142,941	$	27,396	$	(113,647)	$	105,476
Comprehensive income (loss)	$	109,077	$	(56,690)	$	142,941	$	30,997	$	(117,248)	$	109,077

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
$ —   $ —   $ —   $ 101,085 $ —   $ 101,085
Food and beverage
—   —   —   113,100 —   113,100
Other hotel revenue
—   —   74,738 30,724 (78,628 ) 26,834
Entertainment
46 —   —   30,701 (46 ) 30,701

Total revenues
46 —   74,738 275,610 (78,674 ) 271,720
Operating expenses:

Rooms
—   —   —   28,371 —   28,371
Food and beverage
—   —   —   64,790 —   64,790
Other hotel expenses
—   —   10,860 137,101 (74,630 ) 73,331
Management fees, net
—   —   —   4,408 —   4,408

Total hotel operating expenses
—   —   10,860 234,670 (74,630 ) 170,900
Entertainment
—   —   —   19,146 (46 ) 19,100
Corporate
98 410 —   7,939 —   8,447
Corporate overhead allocation
2,278 —   1,720 —   (3,998 ) —
Depreciation and amortization
55 —   14,765 11,886 —   26,706

Total operating expenses
2,431 410 27,345 273,641 (78,674 ) 225,153

Operating income (loss)
(2,385 ) (410 ) 47,393 1,969 —   46,567

Interest expense
18 (16,444 ) 119 360 —   (15,947 )
Interest income
—   —   —   2,965 —   2,965
Loss from joint ventures
—   —   —   (638 ) —   (638 )
Other gains and (losses), net
—   —   —   2,468 —   2,468

Income (loss) before income taxes
(2,367 ) (16,854 ) 47,512 7,124 —   35,415
(Provision) benefit for income taxes
(352 ) —   36 (1,506 ) —   (1,822 )
Equity in subsidiaries’ earnings, net
36,312 —   —   —   (36,312 ) —

Net income (loss)
$ 33,593 $ (16,854 ) $ 47,548 $ 5,618 $ (36,312 ) $ 33,593

Comprehensive income (loss)
$ 29,979 $ (16,854 ) $ 47,548 $ 2,004 $ (32,698 ) $ 29,979

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Nine Months Ended September 30, 2017


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantors		Eliminations		Consolidated

Revenues:
Rooms	$	—	$	—	$	—	$	314,577	$	—	$	314,577
Food and beverage		—		—		—		359,047		—		359,047
Other hotel revenue		—		—		236,517		85,278		(248,302)		73,493
Entertainment		—		—		—		92,451		(24)		92,427
Total revenues		—		—		236,517		851,353		(248,326)		839,544
Operating expenses:
Rooms		—		—		—		83,962		—		83,962
Food and beverage		—		—		—		200,091		—		200,091
Other hotel expenses		—		—		33,533		422,732		(236,192)		220,073
Management fees, net		—		—		—		16,417		—		16,417
Total hotel operating expenses		—		—		33,533		723,202		(236,192)		520,543
Entertainment		—		—		—		61,661		(24)		61,637
Corporate		191		1,226		2		21,367		—		22,786
Preopening costs		—		—		—		1,587		—		1,587
Corporate overhead allocation		6,768		—		5,342		—		(12,110)		—
Depreciation and amortization		—		—		44,617		39,245		—		83,862
Total operating expenses		6,959		1,226		83,494		847,062		(248,326)		690,415
Operating income (loss)		(6,959)		(1,226)		153,023		4,291		—		149,129
Interest expense		—		(49,620)		—		(20)		—		(49,640)
Interest income		—		—		—		8,874		—		8,874
Loss from joint ventures		—		—		—		(2,616)		—		(2,616)
Other gains and (losses), net		—		—		—		57		—		57
Income (loss) before income taxes		(6,959)		(50,846)		153,023		10,586		—		105,804
(Provision) benefit for income taxes		—		—		553		(2,575)		—		(2,022)
Equity in subsidiaries’ earnings, net		110,741		—		—		—		(110,741)		—
Net income (loss)	$	103,782	$	(50,846)	$	153,576	$	8,011	$	(110,741)	$	103,782
Comprehensive income (loss)	$	105,391	$	(50,846)	$	153,576	$	9,620	$	(112,350)	$	105,391

   Parent    Non-
(in thousands)    Guarantor Issuer Guarantors    Guarantors Eliminations Consolidated
Revenues:

Rooms
   $ —   $ —   $ —      $ 314,577 $ —   $ 314,577
Food and beverage
   —   —   —      359,047 —   359,047
Other hotel revenue
   —   —   236,517    85,278 (248,302 ) 73,493
Entertainment
   —   —   —      92,451 (24 ) 92,427




Total revenues
   —   —   236,517    851,353 (248,326 ) 839,544
Operating expenses:

Rooms
   —   —   —      83,962 —   83,962
Food and beverage
   —   —   —      200,091 —   200,091
Other hotel expenses
   —   —   33,533    422,239 (236,192 ) 219,580
Management fees, net
   —   —   —      16,417 —   16,417




Total hotel operating expenses
   —   —   33,533    722,709 (236,192 ) 520,050
Entertainment
   —   —   —      61,583 (24 ) 61,559
Corporate
   191 1,226 2    22,905 —   24,324
Preopening costs
   —   —   —      1,587 —   1,587
Corporate overhead allocation
   6,768 —   5,342    —   (12,110 ) —
Depreciation and amortization
   —   —   44,617    39,245 —   83,862




Total operating expenses
   6,959 1,226 83,494    848,029 (248,326 ) 691,382




Operating income (loss)
   (6,959 ) (1,226 ) 153,023    3,324 —   148,162




Interest expense
   —   (49,620 ) —      (20 ) —   (49,640 )
Interest income
   —   —   —      8,874 —   8,874
Loss from joint ventures
   —   —   —      (2,616 ) —   (2,616 )
Other gains and (losses), net
   —   —   —      1,024 —   1,024




Income (loss) before income taxes
   (6,959 ) (50,846 ) 153,023    10,586 —   105,804
(Provision) benefit for income taxes
   —   —   553    (2,575 ) —   (2,022 )
Equity in subsidiaries’ earnings, net
   110,741 —   —      —   (110,741 ) —




Net income (loss)
   $ 103,782 $ (50,846 ) $ 153,576    $ 8,011 $ (110,741 ) $ 103,782




Comprehensive income (loss)
   $ 105,391 $ (50,846 ) $ 153,576    $ 9,620 $ (112,350 ) $ 105,391

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF ~~OPERATIONS~~

~~AND COMPREHENSIVE INCOME~~CASH FLOWS

For the Nine Months Ended September 30, ~~2016~~2018


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantor		Eliminations		Consolidated

Net cash provided by (used in) operating activities	$	132,910	$	(94,109)	$	56,336	$	130,139	$	—	$	225,276

Purchases of property and equipment		—		—		(56,180)		(76,624)		—		(132,804)
Investment in other joint ventures		—		—		—		(2,199)		—		(2,199)
Purchase of remaining interest in Opry City Stage		—		—		—		(3,948)		—		(3,948)
Other investing activities		—		—		—		(3,591)		—		(3,591)
Net cash used in investing activities		—		—		(56,180)		(86,362)		—		(142,542)

Net borrowings under revolving credit facility		—		99,000		—		—		—		99,000
Repayments under term loan B		—		(2,500)		—		—		—		(2,500)
Deferred financing costs paid		—		(642)		—		—		—		(642)
Payment of dividends		(128,769)		—		—		—		—		(128,769)
Payment of tax withholdings for share-based compensation		(4,121)		—		—		—		—		(4,121)
Other financing activities		—		—		—		(15)		—		(15)
Net cash provided by (used in) financing activities		(132,890)		95,858		—		(15)		—		(37,047)

Net change in cash, cash equivalents, and restricted cash		20		1,749		156		43,762		—		45,687
Cash, cash equivalents, and restricted cash, beginning of period		38		759		36		77,877		—		78,710
Cash, cash equivalents, and restricted cash, end of period	$	58	$	2,508	$	192	$	121,639	$	—	$	124,397

   Parent Non-
(in thousands)    Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Revenues:

Rooms
   $ —   $ —   $ —   $ 309,385 $ —   $ 309,385
Food and beverage
   —   —   —   362,550 —   362,550
Other hotel revenue
   —   —   231,074 87,183 (242,653 ) 75,604
Entertainment
   194 —   —   81,867 (168 ) 81,893


Total revenues
   194 —   231,074 840,985 (242,821 ) 829,432
Operating expenses:

Rooms
   —   —   —   82,492 —   82,492
Food and beverage
   —   —   —   201,045 —   201,045
Other hotel expenses
   —   —   32,749 417,510 (230,749 ) 219,510
Management fees, net
   —   —   —   15,246 —   15,246


Total hotel operating expenses
   —   —   32,749 716,293 (230,749 ) 518,293
Entertainment
   —   —   —   54,798 (168 ) 54,630
Corporate
   292 1,217 2 20,804 —   22,315
Corporate overhead allocation
   6,748 —   5,156 —   (11,904 ) —
Depreciation and amortization
   135 —   44,263 37,490 —   81,888


Total operating expenses
   7,175 1,217 82,170 829,385 (242,821 ) 677,126


Operating income (loss)
   (6,981 ) (1,217 ) 148,904 11,600 —   152,306


Interest expense
   18 (48,896 ) 254 622 —   (48,002 )
Interest income
   28 —   —   �� 9,088 —   9,116
Loss from joint ventures
   —   —   —   (2,086 ) —   (2,086 )
Other gains and (losses), net
   —   —   (87 ) 2,375 —   2,288


Income (loss) before income taxes
   (6,935 ) (50,113 ) 149,071 21,599 —   113,622
Provision for income taxes
   (352 ) —   (54 ) (1,946 ) —   (2,352 )
Equity in subsidiaries’ earnings, net
   118,557 —   —   —   (118,557 ) —


Net income (loss)
   $ 111,270 $ (50,113 ) $ 149,017 $ 19,653 $ (118,557 ) $ 111,270


Comprehensive income (loss)
   $ 107,704 $ (50,113 ) $ 149,017 $ 16,087 $ (114,991 ) $ 107,704

Table of Contents

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2017


	Parent						Non-
(in thousands)	Guarantor		Issuer		Guarantors		Guarantor		Eliminations		Consolidated

Net cash provided by (used in) operating activities	$	124,589	$	(60,255)	$	64,269	$	87,167	$	—	$	215,770

Purchases of property and equipment		—		—		(63,770)		(63,378)		—		(127,148)
Investment in Gaylord Rockies joint venture		—		—		—		(16,309)		—		(16,309)
Investment in other joint ventures		—		—		—		(6,819)		—		(6,819)
Other investing activities		—		—		—		(4,139)		—		(4,139)
Net cash used in investing activities		—		—		(63,770)		(90,645)		—		(154,415)

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		(120,740)		—		—		—		—		(120,740)
Payment of tax withholdings for share-based compensation		(3,775)		—		—		—		—		(3,775)
Other financing activities		28		—		—		(15)		—		13
Net cash provided by (used in) financing activities		(124,487)		59,332		—		(15)		—		(65,170)

Net change in cash, cash equivalents, and restricted cash		102		(923)		499		(3,493)		—		(3,815)
Cash, cash equivalents, and restricted cash, beginning of period		28		1,234		23		79,905		—		81,190
Cash, cash equivalents, and restricted cash, end of period	$	130	$	311	$	522	$	76,412	$	—	$	77,375

Parent Non-
(in thousands) Guarantor Issuer Guarantors Guarantors Eliminations Consolidated
Net cash provided by (used in) operating activities
$ 124,589 $ (60,255 ) $ 64,269 $ 87,167 $ —   $ 215,770

Purchases of property and equipment
—   —   (63,770 ) (63,378 ) —   (127,148 )
Investment in Gaylord Rockies joint venture
—   —   —   (16,309 ) —   (16,309 )
Investment in other joint ventures
—   —   —   (6,819 ) —   (6,819 )
Decrease in restricted cash and cash equivalents
—   —   —   7,359 —   7,359
Other investing activities
—   —   —   (4,139 ) —   (4,139 )

Net cash used in investing activities
—   —   (63,770 ) (83,286 ) —   (147,056 )

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
(120,740 ) —   —   —   —   (120,740 )
Payment of tax withholdings for share-based compensation
(3,775 ) —   —   —   —   (3,775 )
Other financing activities
28 —   —   (15 ) —   13

Net cash provided by (used in) financing activities
(124,487 ) 59,332 —   (15 ) —   (65,170 )

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

Cash and cash equivalents at end of period
$ 130 $ 311 $ 522 $ 61,709 $ —   $ 62,672

~~RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~For the Nine Months Ended September 30, 2016~~

   Parent Non-
(in thousands)    Guarantor Issuer Guarantors Guarantors Eliminations    Consolidated
Net cash provided by (used in) operating activities
   $ 141,202 $ (51,999 ) $ 23,151 $ 86,762 $ —      $ 199,116




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




Net cash provided by (used in) investing activities
   (1,589 ) —   (23,276 ) (106,594 ) —      (131,459 )




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 )
Repurchase of Company stock for retirement
   (24,811 ) —   —   —   —      (24,811 )
Payment of dividends
   (112,900 ) —   —   —   —      (112,900 )
Payment of tax withholdings for share-based compensation
   (3,150 ) —   —   —   —      (3,150 )
Other financing activities
   1,284 —   —   (13 ) —      1,271




Net cash provided by (used in) financing activities
   (139,577 ) 51,500 —   (13 ) —      (88,090 )




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




Cash and cash equivalents at end of period
   $ 59 $ 1,079 $ 33 $ 34,687 $ —      $ 35,858

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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 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 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 Form~~10-Q~~ 10‑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,~~2017, included in our Annual Report on Form~~10-K~~ 10‑K that was filed with the SEC on February ~~28, 2017.~~27, 2018.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form~~10-Q~~ 10‑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 joint venture (the “Gaylord Rockies joint venture”) that owns the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”); (v) the consummation of the proposed transaction to increase our ownership interest in the Gaylord Rockies joint ~~venture (defined below); (v)~~venture; (vi) the anticipated opening of Gaylord Rockies; (vii) the Company’s future consolidation of the results of operations and debt of the Gaylord Rockies joint venture; (viii) Marriott International, Inc.’s (“~~Marriott”~~Marriott’s”) ability to effectively manage our hotels and other properties; ~~(vi)~~(ix) our anticipated capital expenditures and investments; ~~(vii)~~(x) 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)~~(xi) 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, risks and uncertainties associated with the proposed transaction to increase our ownership interest in the Gaylord Rockies joint venture, including, but not limited to, the occurrence of any event, change or other circumstance that could delay the closing of the proposed transaction; the Company’s ability to utilize its existing borrowing capacity under the Company’s credit facility; certain conditions to closing, including obtaining any joint venture lender consent and finalization of joint venture agreements and the possibility that such

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conditions to closing may not be met and the transaction may be terminated; and transaction costs which have been and may continue to be incurred related to the proposed transaction. Other factors that could cause results to differ include, but are not limited to, 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 this Quarterly Report on Form 10-Q and our Annual Report on Form~~10-K~~ 10‑K for the year ended December 31, ~~2016~~2017 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form~~10-Q~~ 10‑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 Form~~10-Q,~~ 10‑Q, except as may be required by law.

Overview

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~~8,114 rooms that are managed by 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 hotel assets managed by Marriott include ~~Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”),~~ the Inn at Opryland, a~~303-room~~ 303‑room overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), a~~192-room~~ 192‑room overflow hotel adjacent to Gaylord National. We also own a 35% interest in the Gaylord Rockies joint venture that is developing and owns Gaylord Rockies, which is scheduled to open in late 2018 and will be managed by Marriott. For more information regarding the Company’s announced intention to increase its ownership interest in the Gaylord Rockies joint venture, see “Gaylord Rockies Joint Venture” below.

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; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces, with a flagship location in Nashville that opened in May 2018; Opry City Stage, a four-level entertainment complex in Times Square that opened in December 2017 under a joint venture agreement and of which we acquired the remaining 50% joint venture interest in the second quarter of 2018; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links, the Wildhorse Saloon, and the General Jackson Showboat.

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 Form~~10-K~~ 10‑K for the year ended December 31, ~~2016~~2017 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

Gaylord Rockies ~~Resort & Convention Center~~Joint Venture

~~As further discussed in Note 6 to the condensed consolidated financial statements included herein, in March 2016, certain subsidiaries of the Company~~On September 13, 2018, we entered into a ~~series of agreements~~purchase agreement (“Purchase Agreement”) with Aurora Convention Center Hotel Partners, LLC and certain affiliates of ~~RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect~~the other Gaylord Rockies joint venture partners to ~~an equity investment~~increase our ownership interest 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~~joint venture to approximately 62.3% for 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~~purchase price of approximately ~~$800 million.~~$242 million

~~We acquired a 35% interest~~

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in cash (the “Rockies Interest Purchase”), subject to the satisfaction or waiver of the various closing conditions in the ~~project for a capital contribution of approximately $86.5 million, of which~~Purchase Agreement, including 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 remainderrequired consent of the ~~project~~Gaylord Rockies joint venture lender and ~~designated rights to participate in any sales process with respect to~~Marriott, the ~~project after exercise~~release of ~~our first offer rights.~~

~~A subsidiary~~certain guarantees and indemnities (which may involve the substitution of the Company ~~is providing designated asset management services~~ on ~~behalf~~such guarantees and indemnities), no occurrence of ~~the hotel during the 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 6 to the condensed consolidated financial statements included herein for additional discussion of these guarantees.

~~Gaylord Opryland Luxury Waterpark~~

~~In January 2017, we announced plans for a proposed $90 million investment to create a luxury indoor/outdoor waterpark adjacent~~any material casualty to Gaylord ~~Opryland that is expected to open in 2018. The project includes approximately 111,000 square feet of indoor water attractions~~Rockies 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 withother customary closing conditions. We have sufficient cash on hand and ~~borrowings~~availability under our ~~revolving~~existing credit ~~facility.~~facility to finance the cash purchase price. We expect the transaction to close by the end of 2018.

Dividend Policy

Pursuant to our current dividend policy, we plan to continue 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,~~27, 2018, our board of directors declared our first quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$40.9~~$43.6 million in cash, which was paid on April ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on March ~~31, 2017.~~30, 2018. On June ~~9, 2017,~~18, 2018, our board of directors declared our second quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$41.0~~$43.6 million in cash, which was paid on July ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on June ~~19, 2017.~~29, 2018. On September ~~18, 2017,~~17, 2018, our board of directors declared our third quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$41.0~~$43.6 million in cash, which was paid on October ~~13, 2017~~15, 2018 to stockholders of record as of the close of business on September ~~29, 2017.~~28, 2018. We currently plan to pay a quarterly cash dividend of ~~$0.80~~$0.85 per share of common stock in January ~~2018.~~2019. 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.

~~Credit Facility Refinancing~~

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 Strategic Plan

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~~Gaylord Hotels 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~~Gaylord Hotels 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 through the payment of dividends, 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. To this end, we have invested in Opry City Stage, a four-level entertainment complex in Times Square, and four Blake Shelton-themed multi-level bar, music venue and event spaces in Nashville, Orlando, Gatlinburg, Tennessee, and Tishomingo, Oklahoma, named after the

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Shelton hit “Ol’ Red.” 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 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.”

Our Current Operations

Our ongoing operations are organized into three principal business segments:

~~Hospitality, consisting of Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National,~~

Hospitality, consisting of our Gaylord Hotels properties, the Inn at Opryland, the AC Hotel, and our investment in the Gaylord Rockies joint venture.

~~Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium,WSM-AM,~~ ~~our other attractions, media and entertainment businesses, and our investment in the Opry City Stage joint venture.~~

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM, Ole Red, Opry City Stage, and our other Nashville-based attractions.

Corporate and Other, consisting of our corporate expenses.

For the three months and nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, our total revenues were divided among these business segments as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Segment	2018		2017		2018		2017
Hospitality	85	%	87	%	88	%	89	%
Entertainment	15	%	13	%	12	%	11	%
Corporate and Other	0	%	0	%	0	%	0	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
Segment
   2017 2016 2017 2016
Hospitality
   87 % 89 % 89 % 90 %
Entertainment
   13 % 11 % 11 % 10 %
Corporate and Other
   0 % 0 % 0 % 0 %

Key Performance Indicators

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:

hotel occupancy – a volume indicator;

average daily rate (“ADR”) – a price indicator calculated by dividing room revenue by the number of rooms sold;

Revenue per Available Room (“RevPAR”) –a summary measure of hotel results calculated by dividing room revenue by room nights available to guests for the period;

Total Revenue per Available Room (“Total RevPAR”) – a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period; and

~~Net Definite Group Room Nights Booked – a volume indicator which represents, on an aggregate basis, the total number of definite group bookings for future room nights at our hotel~~

Net Definite Group Room Nights Booked – a volume indicator which represents, on an aggregate basis, the total number of definite group bookings for future room nights at our Gaylord Hotels properties confirmed during the applicable period, net of cancellations.

Hospitality segment revenue from our occupied hotel rooms is recognized over time as ~~earned on~~ the ~~close of business each day~~daily hotel stay is provided to hotel groups and guests. Revenues from concessions, ~~and~~ food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the group or hotel guest. Revenues from ancillary services at our hotels, such as spa, parking, and transportation services, are generally recognized at the time ~~of sale.~~the goods or services are provided. 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 generally recognized as revenue in the period ~~they~~we determine it is probable that a significant reversal in the amount of revenue recognized will not occur, which is the period these fees are collected.

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Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups ~~meeting~~who meet our 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.

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Selected Financial Information

The following table contains our unaudited selected summary financial data for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017. 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
   Three Months Ended September 30, Nine Months Ended September 30,
   2017 % 2016 % 2017 % 2016 %
Income Statement Data:

REVENUES:

Rooms
   $ 100,534 38.0 % $ 101,085 37.2 % $ 314,577 37.5 % $ 309,385 37.3 %
Food and beverage
   104,437 39.5 % 113,100 41.6 % 359,047 42.8 % 362,550 43.7 %
Other hotel revenue
   24,619 9.3 % 26,834 9.9 % 73,493 8.8 % 75,604 9.1 %
Entertainment
   35,134 13.3 % 30,701 11.3 % 92,427 11.0 % 81,893 9.9 %


Total revenues
   264,724 100.0 % 271,720 100.0 % 839,544 100.0 % 829,432 100.0 %


OPERATING EXPENSES:

Rooms
   27,575 10.4 % 28,371 10.4 % 83,962 10.0 % 82,492 9.9 %
Food and beverage
   62,649 23.7 % 64,790 23.8 % 200,091 23.8 % 201,045 24.2 %
Other hotel expenses
   72,119 27.2 % 73,331 27.0 % 219,580 26.2 % 219,510 26.5 %
Hotel management fees, net
   4,708 1.8 % 4,408 1.6 % 16,417 2.0 % 15,246 1.8 %
Entertainment
   22,621 8.5 % 19,100 7.0 % 61,559 7.3 % 54,630 6.6 %
Corporate
   9,220 3.5 % 8,447 3.1 % 24,324 2.9 % 22,315 2.7 %
Preopening costs
   877 0.3 % —   0.0 % 1,587 0.2 % —   0.0 %
Depreciation and amortization:

Hospitality
   26,061 9.8 % 24,401 9.0 % 76,786 9.1 % 75,051 9.0 %
Entertainment
   1,965 0.7 % 1,637 0.6 % 5,465 0.7 % 4,845 0.6 %
Corporate and Other
   520 0.2 % 668 0.2 % 1,611 0.2 % 1,992 0.2 %


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


Total operating expenses
   228,315 86.2 % 225,153 82.9 % 691,382 82.4 % 677,126 81.6 %


OPERATING INCOME:

Hospitality
   36,478 15.9 % 45,718 19.0 % 150,281 20.1 % 154,195 20.6 %
Entertainment
   10,548 30.0 % 9,964 32.5 % 25,403 27.5 % 22,418 27.4 %
Corporate and Other
   (9,740 ) (A ) (9,115 ) (A ) (25,935 ) (A ) (24,307 ) (A )
Preopening costs
   (877 ) (A ) —   (A ) (1,587 ) (A ) —   (A )


Total operating income
   36,409 13.8 % 46,567 17.1 % 148,162 17.6 % 152,306 18.4 %
Interest expense
   (16,621 ) (A ) (15,947 ) (A ) (49,640 ) (A ) (48,002 ) (A )
Interest income
   2,957 (A ) 2,965 (A ) 8,874 (A ) 9,116 (A )
Loss from joint ventures
   (899 ) (A ) (638 ) (A ) (2,616 ) (A ) (2,086 ) (A )
Other gains and (losses), net
   2,554 (A ) 2,468 (A ) 1,024 (A ) 2,288 (A )
Provision for income taxes
   (530 ) (A ) (1,822 ) (A ) (2,022 ) (A ) (2,352 ) (A )


Net income
   $ 23,870 (A ) $ 33,593 (A ) $ 103,782 (A ) $ 111,270 (A )


	Unaudited								Unaudited
	Three Months Ended September 30,								Nine Months Ended September 30,
	2018		%		2017		%		2018		%		2017		%
Income Statement Data:
REVENUES:
Rooms	$	103,181	35.3	%	$	100,534	38.0	%	$	332,490	36.4	%	$	314,577	37.5	%
Food and beverage		118,496	40.5	%		104,437	39.5	%		392,488	42.9	%		359,047	42.8	%
Other hotel revenue		27,563	9.4	%		24,619	9.3	%		81,129	8.9	%		73,493	8.8	%
Entertainment		43,009	14.7	%		35,134	13.3	%		108,446	11.9	%		92,427	11.0	%
Total revenues		292,249	100.0	%		264,724	100.0	%		914,553	100.0	%		839,544	100.0	%
OPERATING EXPENSES:
Rooms		29,563	10.1	%		27,575	10.4	%		88,550	9.7	%		83,962	10.0	%
Food and beverage		67,305	23.0	%		62,649	23.7	%		211,677	23.1	%		200,091	23.8	%
Other hotel expenses		74,350	25.4	%		72,299	27.3	%		226,965	24.8	%		220,073	26.2	%
Hotel management fees, net		6,558	2.2	%		4,708	1.8	%		22,323	2.4	%		16,417	2.0	%
Entertainment		31,327	10.7	%		22,651	8.6	%		80,947	8.9	%		61,637	7.3	%
Corporate		7,212	2.5	%		7,909	3.0	%		23,181	2.5	%		22,786	2.7	%
Preopening costs		300	0.1	%		877	0.3	%		3,972	0.4	%		1,587	0.2	%
Impairment and other charges		4,540	1.6	%		—	—	%		4,540	0.5	%		—	—	%
Depreciation and amortization:
Hospitality		27,946	9.6	%		26,061	9.8	%		81,379	8.9	%		76,786	9.1	%
Entertainment		2,613	0.9	%		1,965	0.7	%		6,885	0.8	%		5,465	0.7	%
Corporate and Other		435	0.1	%		520	0.2	%		1,391	0.2	%		1,611	0.2	%
Total depreciation and amortization		30,994	10.6	%		28,546	10.8	%		89,655	9.8	%		83,862	10.0	%
Total operating expenses		252,149	86.3	%		227,214	85.8	%		751,810	82.2	%		690,415	82.2	%
OPERATING INCOME:
Hospitality		43,518	17.5	%		36,298	15.8	%		175,213	21.7	%		149,788	20.0	%
Entertainment		9,069	21.1	%		10,518	29.9	%		20,614	19.0	%		25,325	27.4	%
Corporate and Other		(7,647)	(A)			(8,429)	(A)			(24,572)	(A)			(24,397)	(A)
Preopening costs		(300)	(0.1)			(877)	(0.3)			(3,972)	(0.4)			(1,587)	(0.2)
Impairment and other charges		(4,540)	(1.6)			—	—			(4,540)	(0.5)			—	—
Total operating income		40,100	13.7	%		37,510	14.2	%		162,743	17.8	%		149,129	17.8	%
Interest expense		(19,220)	(A)			(16,621)	(A)			(55,574)	(A)			(49,640)	(A)
Interest income		2,678	(A)			2,957	(A)			8,197	(A)			8,874	(A)
Loss from joint ventures		(985)	(A)			(899)	(A)			(2,227)	(A)			(2,616)	(A)
Other gains and (losses), net		1,881	(A)			1,453	(A)			2,085	(A)			57	(A)
Provision for income taxes		(1,863)	(A)			(530)	(A)			(9,748)	(A)			(2,022)	(A)
Net income	$	22,591	(A)		$	23,870	(A)		$	105,476	(A)		$	103,782	(A)

~~(A)~~

(A)

These amounts have not been shown as a percentage of revenue because they have no relationship to revenue.

Table of Contents

Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands, except percentages and per share data):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
					%						%
	2018		2017		Change		2018		2017		Change
Total revenues	$	292,249	$	264,724	10.4	%	$	914,553	$	839,544	8.9	%
Total operating expenses		252,149		227,214	11.0	%		751,810		690,415	8.9	%
Operating income		40,100		37,510	6.9	%		162,743		149,129	9.1	%
Net income		22,591		23,870	(5.4)	%		105,476		103,782	1.6	%
Net income per share - fully diluted		0.44		0.46	(4.3)	%		2.05		2.02	1.5	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Total revenues
   $ 264,724    $ 271,720    -2.6 % $ 839,544    $ 829,432    1.2 %
Total operating expenses
   228,315    225,153    1.4 % 691,382    677,126    2.1 %
Operating income
   36,409    46,567    -21.8 % 148,162    152,306    -2.7 %
Net income
   23,870    33,593    -28.9 % 103,782    111,270    -6.7 %
Net income per share—fully diluted
   0.46    0.66    -30.3 % 2.02    2.17    -6.9 %

Total Revenues

The ~~decrease~~increase in our total revenues for the three months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is attributable to ~~a $11.4 million decrease~~increases in our Hospitality segment ~~revenues, partially offset by an increase in our~~and Entertainment segment ~~revenues~~ of ~~$4.4~~$19.7 million and $7.9 million, respectively, each as discussed more fully below. The increase in our total revenues for the nine months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is attributable to ~~an increase in our Entertainment segment revenues of $10.5 million, partially offset by a decrease~~increases in our Hospitality segment ~~revenues~~and Entertainment segment of ~~$0.4~~$59.0 million and $16.0 million, respectively, each as discussed more fully below.

Total Operating Expenses

The increase in our total operating expenses for the three months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily the result of ~~an increase~~increases in our Hospitality segment and Entertainment segment expenses of ~~$3.5~~$10.5 million and $8.7 million, respectively, as well as an increase ~~of $1.8 million~~ in depreciation and amortization ~~expense, partially offset by a decrease in our Hospitality segment~~ expenses of ~~$3.8~~$2.4 million and impairment and other charges of $4.5 million in the 2018 period, each as discussed more fully below. The increase in our total operating expenses for the nine months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily the result of ~~an increase~~increases in our ~~Entertainment segment, Corporate~~Hospitality segment and ~~Hospitality~~Entertainment segment expenses of ~~$6.9 million, $2.0~~$29.0 million and ~~$1.8~~$19.3 million, respectively, as well as ~~an increase~~increases in depreciation and amortization expenses and preopening expenses of ~~$2.0~~$5.8 million and ~~$1.6~~$2.4 million, respectively, and impairment and other charges of $4.5 million in the 2018 period, each as discussed more fully below.

Net Income

The decrease in our net income to ~~$23.9~~$22.6 million for the three months ended September 30, ~~2017,~~2018, as compared to ~~$33.6~~$23.9 million for the same period in ~~2016,~~2017, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

~~A $1.3 million decrease in the provision for income taxes in the 2017~~

A $2.6 million increase in interest expense for the 2018 period.

A $0.7 million increase in interest expense for the 2017 period, 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

A $1.3 million increase in the provision for income taxes in the 2018 period.

The ~~decrease~~increase in our net income to ~~$103.8~~$105.5 million for the nine months ended September 30, ~~2017,~~2018, as compared to ~~$111.3~~$103.8 million for the same period in ~~2016,~~2017, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

A $7.7 million increase in the provision for income taxes in the 2018 period.

A $5.9 million increase in interest expense for the 2018 period.

A $2.0 million increase in other gains and losses, net for the 2018 period.

~~A $1.6 million increase in interest expense, due primarily to the 2017 period including thewrite-off~~

Table of ~~$0.9 million in deferred financing costs associated with the refinancing of our credit facility.~~Contents

~~A $1.3 million decrease in Other gains and losses, net, primarily due to the 2017 period including a loss on certain assets that were disposed of in our Entertainment and Corporate segments.~~

Factors and Trends Contributing to Performance

The most important factors and trends contributing to our performance during the three months and nine months ended September 30, ~~2017~~2018 described herein were:

Increased outside-the-room spending at Gaylord Opryland (an increase of 13.8% and 13.0%, respectively) during each of the 2018 periods, as compared to the 2017 periods, primarily due to an increase in group business partially attributable to a prior year rooms renovation project. Gaylord Opryland also experienced increased occupancy (an increase of 2.7 points of occupancy) and ADR (an increase of 6.0%) during the nine-month 2018 period due to the increase in group business, as well as an increase in transient rates.

Increased occupied rooms (an increase of 22.0% and 9.4%, respectively) and outside-the-room spending (an increase of 27.0% and 13.4%, respectively) at Gaylord Texan during the 2018 periods, as compared to the 2017 periods, primarily due to increases in group business partially attributable to the recent rooms and meeting space expansion.

Increased ADR (an increase of 5.0% and 3.4%, respectively) at Gaylord Palms during the 2018 periods, as compared to the 2017 periods, due to an increase in both group and transient business, as well an increase in outside-the-room spending (an increase of 4.6% and 5.9%, respectively), due primarily to an increase in catering and increased collection of attrition and cancellation payments.

Increased outside-the-room spending (an increase of 6.1% and 5.1%, respectively) at Gaylord National during the 2018 periods, as compared to the 2017 periods, primarily due to an increase in group business.

Increased revenue for our Entertainment segment during the 2018 periods, as compared to the 2017 periods (an increase of 22.4% and 17.3%, respectively), due primarily to the opening of our flagship Ole Red location in Nashville in May 2018.

Increased expenses for our Entertainment segment during the 2018 periods, as compared to the 2017 periods (an increase of 38.3% and 31.3%, respectively), due primarily to the opening of our Ole Red Nashville location, as well as operating expenses for Opry City Stage being included in Entertainment expenses subsequent to our purchase of the remaining joint venture interest in the second quarter of 2018.

~~Decreasedoutside-the-room~~ ~~spending at Gaylord Palms during the 2017 periods, as compared to the 2016 periods (a decrease~~

Table of 18.7% and 7.4%, respectively), primarily due to the impacts of Hurricane Irma during September 2017. The nine-month 2017 decrease was partially offset by an increase in ADR during the 2017 period (an increase of 5.6%), due to an increase in both group and transient rates.Contents

~~Decreasedoutside-the-room~~ spending at Gaylord Opryland during the 2017 periods, as compared to the 2016 periods (a decrease of 9.4% and 1.8%, respectively), primarily due to a decrease in banquets, as well as a decrease in attrition and cancellation fee collections.

~~Decreased occupancy at Gaylord Texan during the 2017 periods, as compared to the 2016 periods (a decrease of 7.0 and 2.6 points of occupancy, respectively), due primarily to a decrease in groups.~~

~~Increased occupancy andoutside-the-room~~ spending at Gaylord National during the nine-month 2017 period, as compared to the nine-month 2016 period. The increase in occupancy (an increase of 5.3 points of occupancy) is primarily the result of an increase in groups. The increase in~~outside-the-room~~ ~~spending (an increase of 3.1%) is primarily attributable to an increase in banquets, including inauguration-related banquets.~~

Increased revenue for our Entertainment segment during the 2017 periods, as compared to the 2016 periods (an increase of 14.4% and 12.9%, respectively), due primarily to increased shows, attendance and ancillary business, such as tours and retail, at the Grand Ole Opry and Ryman Auditorium, and increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.

Increased attrition levels for the three-month 2017 period, as compared to the three-month 2016 period. Attrition for the three-month 2017 period was 15.5%, compared to 13.4% in the three-month 2016 period. The primary driver for this increase was Hurricane Irma and its impact on Gaylord Palms.

Decreased net definite group room nights booked during the 2017 periods, as compared to the 2016 periods (a decrease of 3.9% and 5.7%, respectively). The three-month 2017 decrease was primarily the result of the current period impact of Hurricane Irma on Gaylord Palms. The nine-month decrease was primarily the current period result of Hurricane Irma, as well as the future cancellation of an individual group that had booked 17 different meetings through 2025.

Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results.The following presents the financial results of our Hospitality segment for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands, except percentages and performance metrics):

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 100,534 $ 101,085 -0.5 % $ 314,577 $ 309,385 1.7 %
Food and beverage
   104,437 113,100 -7.7 % 359,047 362,550 -1.0 %
Other hotel revenue
   24,619 26,834 -8.3 % 73,493 75,604 -2.8 %


Total hospitality revenue
   229,590 241,019 -4.7 % 747,117 747,539 -0.1 %
Hospitality operating expenses:

Rooms
   27,575 28,371 -2.8 % 83,962 82,492 1.8 %
Food and beverage
   62,649 64,790 -3.3 % 200,091 201,045 -0.5 %
Other hotel expenses
   72,119 73,331 -1.7 % 219,580 219,510 0.0 %
Management fees, net
   4,708 4,408 6.8 % 16,417 15,246 7.7 %
Depreciation and amortization
   26,061 24,401 6.8 % 76,786 75,051 2.3 %


Total Hospitality operating expenses
   193,112 195,301 -1.1 % 596,836 593,344 0.6 %


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


Hospitality performance metrics:

Occupancy
   75.5 % 75.5 % 0.0 % 75.0 % 74.6 % 0.5 %
ADR
   $ 174.20 $ 175.22 -0.6 % $ 185.08 $ 182.46 1.4 %
RevPAR (2)
   $ 131.56 $ 132.32 -0.6 % $ 138.73 $ 136.08 1.9 %
Total RevPAR (3)
   $ 300.45 $ 315.50 -4.8 % $ 329.48 $ 328.79 0.2 %
Net Definite Group Room Nights Booked
   482,732 502,564 -3.9 % 1,179,521 1,251,086 -5.7 %


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2018			2017			Change		2018			2017			Change
Revenues:
Rooms	$	103,181		$	100,534		2.6	%	$	332,490		$	314,577		5.7	%
Food and beverage		118,496			104,437		13.5	%		392,488			359,047		9.3	%
Other hotel revenue		27,563			24,619		12.0	%		81,129			73,493		10.4	%
Total hospitality revenue		249,240			229,590		8.6	%		806,107			747,117		7.9	%
Hospitality operating expenses:
Rooms		29,563			27,575		7.2	%		88,550			83,962		5.5	%
Food and beverage		67,305			62,649		7.4	%		211,677			200,091		5.8	%
Other hotel expenses		74,350			72,299		2.8	%		226,965			220,073		3.1	%
Management fees, net		6,558			4,708		39.3	%		22,323			16,417		36.0	%
Depreciation and amortization		27,946			26,061		7.2	%		81,379			76,786		6.0	%
Total Hospitality operating expenses		205,722			193,292		6.4	%		630,894			597,329		5.6	%
Hospitality operating income (1)	$	43,518		$	36,298		19.9	%	$	175,213		$	149,788		17.0	%
Hospitality performance metrics:
Occupancy		73.2	%		75.5	%	(3.0)	%		75.3	%		75.0	%	0.4	%
ADR	$	177.97		$	174.20		2.2	%	$	191.13		$	185.08		3.3	%
RevPAR (2)	$	130.27		$	131.56		(1.0)	%	$	143.97		$	138.73		3.8	%
Total RevPAR (3)	$	314.69		$	300.45		4.7	%	$	349.04		$	329.48		5.9	%
Net Definite Group Room Nights Booked		339,294			482,732		(29.7)	%		1,184,587			1,179,521		0.4	%

~~(1)~~

(1)

Hospitality segment operating income does not include ~~the effect~~preopening costs of $0.2 million ~~of preopening costs~~ in the ~~nine-month~~three months ended September 30, 2018 and $2.2 million and $0.2 million in the nine months ended September 30, 2018 and 2017, ~~period.~~respectively. See discussion of preopening costs below.

~~(2)~~

(2)

We calculate Hospitality RevPAR by dividing room revenue by room nights available to guests for the period. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.

~~(3)~~

(3)

We calculate Hospitality Total RevPAR by dividing the sum of room, food and beverage, and other ancillary services revenue (which equals Hospitality segment revenue) by room nights available to guests for the period. Hospitality Total RevPAR is not comparable to similarly titled measures such as revenues.

The ~~decrease~~increase in total Hospitality segment revenue in the three months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to ~~decreases~~increases of ~~$5.0~~$12.7 million, ~~$2.6~~$4.4 million, ~~$2.3~~$1.7 million and ~~$2.1~~$1.4 million at Gaylord ~~Palms,~~Texan, Gaylord Opryland, Gaylord ~~Texan~~Palms and Gaylord National, respectively. The ~~decrease~~increase in total Hospitality segment revenue in the nine months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to ~~decreases~~increases of ~~$4.0~~$26.8 million, ~~$2.8~~$20.1 million, $7.5 million and ~~$2.6~~$5.4 million at Gaylord ~~Palms,~~Opryland, Gaylord Texan, Gaylord Palms and Gaylord ~~Opryland, respectively, partially offset by increases of $6.7 million and $1.6 million at Gaylord~~ National, ~~and the AC Hotel,~~ respectively. See below for further discussion.

Total Hospitality segment revenues in the three months and nine months ended September 30, ~~2017~~2018 include ~~$2.4~~$3.2 million and ~~$6.6~~$8.3 million, respectively, in attrition and cancellation fee collections, ~~a decrease~~an increase of ~~$1.2~~$0.9 million and ~~$2.1~~$1.7 million, respectively, from the ~~2016~~2017 periods.

Table of Contents

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				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Group	70	%	69	%	75	%	74	%
Transient	30	%	31	%	25	%	26	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 2017 2016
Group
   69 % 73 % 74 % 75 %
Transient
   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 months and nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, due primarily to ~~an increase~~increases at Gaylord ~~National,~~Opryland and Gaylord Texan, as described below.

Food and beverage operating expenses ~~decreased~~increased in the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, primarily ~~attributable~~due to ~~a decrease~~increases at Gaylord ~~Palms. The decrease in food~~Opryland, Gaylord Texan and beverage operating expenses in the nine months ended September 30, 2017, as compared to the same period in 2016, is primarily attributable to decreases at Gaylord Palms and Gaylord Opryland, partially offset by an increase at Gaylord National, as described below.

Other hotel expenses for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 consist of the following (in thousands):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
					%						%
	2018		2017		Change		2018		2017		Change
Administrative employment costs	$	28,395	$	26,596	6.8	%	$	84,790	$	80,501	5.3	%
Utilities		7,245		7,440	(2.6)	%		20,418		20,768	(1.7)	%
Property taxes		8,593		8,312	3.4	%		25,263		25,118	0.6	%
Other		30,117		29,951	0.6	%		96,494		93,686	3.0	%
Total other hotel expenses	$	74,350	$	72,299	2.8	%	$	226,965	$	220,073	3.1	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Administrative employment costs
   $ 26,416    $ 25,941    1.8 % $ 80,008    $ 78,641    1.7 %
Utilities
   7,440    7,548    -1.4 % 20,768    20,682    0.4 %
Property taxes
   8,312    8,396    -1.0 % 25,118    24,050    4.4 %
Other
   29,951    31,446    -4.8 % 93,686    96,137    -2.5 %









Total other hotel expenses
   $ 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 during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017. The three-month 2018 increase is primarily due to ~~slight~~ increases at Gaylord ~~Opryland~~Texan and Gaylord Palms, and the nine-month 2018 increase is primarily due to increases at Gaylord Texan and Gaylord National. Utility costs ~~remained stable~~decreased slightly during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017. Property taxes ~~were stable~~increased during the three months ~~ended September 30, 2017, as compared to the same period in 2016,~~ and ~~increased during the~~ nine months ended September 30, ~~2017,~~2018, as compared to the ~~same period in 2016,~~2017 periods, primarily due to ~~increases~~an increase at Gaylord Texan ~~and~~related to the property’s recent expansion, partially offset by a decrease at Gaylord National due to ~~increased property valuations.~~prior period tax settlements. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, ~~decreased~~remained stable during the three months ended September 30, 2018 and increased during the nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of various ~~decreases~~increases at Gaylord Palms ~~Gaylord Texan~~ and ~~Gaylord 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 September 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$4.7~~$5.0 million and ~~$4.8~~$4.7 million, respectively, and in the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$15.1~~

$16.3 million and ~~$15.0~~$15.1 million, respectively, related to base management fees for our Hospitality segment. In the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, we also incurred ~~$0.8~~$2.5 million and ~~$0.3~~$0.8 million, respectively, and in the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$3.6~~$8.5 million and ~~$2.5~~$3.6 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form~~10-Q~~ 10‑Q net of the amortization of the $190.0 million in deferred management rights proceeds discussed in Note 8 to the accompanying condensed consolidated financial statements included herein.

Table of Contents

Total Hospitality segment depreciation and amortization expense increased in the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016. The increase during the three-month~~ 2017, ~~period was~~ primarily ~~a result of an increase~~due to increases at Gaylord ~~Opryland~~Texan 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.~~below.

Property-Level Results.The following presents the property-level financial results of our Hospitality segment for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016.~~2017.

Gaylord Opryland Results.The results of Gaylord Opryland for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2018			2017			Change		2018			2017			Change
Revenues:
Rooms	$	34,792		$	36,009		(3.4)	%	$	111,956		$	101,956		9.8	%
Food and beverage		35,368			30,227		17.0	%		116,519			101,899		14.3	%
Other hotel revenue		10,431			10,001		4.3	%		29,776			27,604		7.9	%
Total revenue		80,591			76,237		5.7	%		258,251			231,459		11.6	%
Operating expenses:
Rooms		9,224			8,715		5.8	%		27,195			24,961		8.9	%
Food and beverage		19,271			17,315		11.3	%		60,156			54,604		10.2	%
Other hotel expenses		22,401			22,702		(1.3)	%		68,865			67,862		1.5	%
Management fees, net		2,772			1,766		57.0	%		8,762			5,716		53.3	%
Depreciation and amortization		8,913			8,765		1.7	%		26,450			25,235		4.8	%
Total operating expenses		62,581			59,263		5.6	%		191,428			178,378		7.3	%
Performance metrics:
Occupancy		72.4	%		76.9	%	(5.9)	%		75.4	%		72.7	%	3.7	%
ADR	$	180.77		$	176.13		2.6	%	$	188.41		$	177.82		6.0	%
RevPAR	$	130.95		$	135.53		(3.4)	%	$	142.00		$	129.32		9.8	%
Total RevPAR	$	303.32		$	286.93		5.7	%	$	327.55		$	293.57		11.6	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 36,009 $ 34,414 4.6 % $ 101,956 $ 102,121 -0.2 %
Food and beverage
   30,227 32,817 -7.9 % 101,899 103,237 -1.3 %
Other hotel revenue
   10,001 11,609 -13.9 % 27,604 28,704 -3.8 %


Total revenue
   76,237 78,840 -3.3 % 231,459 234,062 -1.1 %
Operating expenses:

Rooms
   8,715 8,801 -1.0 % 24,961 25,414 -1.8 %
Food and beverage
   17,315 17,513 -1.1 % 54,604 55,606 -1.8 %
Other hotel expenses
   22,520 21,949 2.6 % 67,369 66,003 2.1 %
Management fees, net
   1,766 1,460 21.0 % 5,716 5,125 11.5 %
Depreciation and amortization
   8,765 7,460 17.5 % 25,235 22,349 12.9 %


Total operating expenses
   59,081 57,183 3.3 % 177,885 174,497 1.9 %
Performance metrics:

Occupancy
   76.9 % 75.0 % 2.5 % 72.7 % 74.5 % -2.4 %
ADR
   $ 176.13 $ 172.90 1.9 % $ 177.82 $ 173.41 2.5 %
RevPAR
   $ 135.53 $ 129.63 4.6 % $ 129.32 $ 129.27 0.0 %
Total RevPAR
   $ 286.93 $ 296.98 -3.4 % $ 293.57 $ 296.28 -0.9 %

Rooms revenue and RevPAR ~~increased~~decreased at Gaylord Opryland during the three months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, 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 offset~~ a decrease in occupancy for group room nights. Rooms revenue and RevPAR increased during the nine months ended September 30, 2018, as compared to the same period in 2017, as the result of increases in occupancy and ADR, due to increases in both group and ~~transient.~~transient room nights and rates. Rooms revenue and RevPAR were negatively impacted during the 2017 periods by a rooms renovation project, which resulted in approximately 12,250 and 49,300 room nights out of service, respectively. The rooms renovation project 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~~Rooms expenses increased during the ~~three-month and nine-month periods, respectively. Rooms expenses remained stable during the 2017~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016.~~primarily due to increased group commissions and compensation costs.

The ~~decrease~~increase in food and beverage revenue at Gaylord Opryland during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, was primarily due to ~~a decrease in banquets.~~increased catering revenue. Food and beverage expenses ~~decreased~~increased in the ~~2017~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016,~~ due to ~~decreased~~increased variable costs associated with the ~~decrease~~increase in ~~revenue.~~revenue, partially offset by improved food, beverage, and labor margins.

Other hotel revenue ~~decreased~~increased at Gaylord Opryland during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily due to ~~a decrease~~an increase in ~~collections of~~ attrition and cancellation ~~fees.~~fee collections. The nine-month 2018 increase was also impacted by increased ancillary revenue, such as parking and resort fees associated with the increase in occupancy. Other hotel expenses decreased slightly in the three-month 2018 period, as compared to the 2017 period. Other hotel expenses increased in the ~~2017 periods,~~nine-month 2018 period, as compared to the ~~same periods in 2016,~~2017 period, primarily due to increased ~~utility costs due to an increase in rates.~~sales and marketing expenses.

Depreciation and amortization increased at Gaylord Opryland during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of recent rooms ~~renovations in both 2016 and 2017~~renovation projects that resulted in increased depreciable asset ~~levels in 2017.~~levels.

Table of Contents

Gaylord Palms Results.The results of Gaylord Palms for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2018			2017			Change		2018			2017			Change
Revenues:
Rooms	$	15,299		$	14,667		4.3	%	$	56,990		$	54,526		4.5	%
Food and beverage		18,731			18,330		2.2	%		74,380			71,635		3.8	%
Other hotel revenue		4,871			4,241		14.9	%		15,701			13,458		16.7	%
Total revenue		38,901			37,238		4.5	%		147,071			139,619		5.3	%
Operating expenses:
Rooms		3,939			3,572		10.3	%		12,500			12,192		2.5	%
Food and beverage		10,961			11,292		(2.9)	%		38,412			38,550		(0.4)	%
Other hotel expenses		15,227			13,821		10.2	%		48,137			45,882		4.9	%
Management fees, net		981			692		41.8	%		4,017			3,079		30.5	%
Depreciation and amortization		4,868			4,753		2.4	%		14,456			14,307		1.0	%
Total operating expenses		35,976			34,130		5.4	%		117,522			114,010		3.1	%
Performance metrics:
Occupancy		72.8	%		73.3	%	(0.7)	%		78.6	%		77.8	%	1.0	%
ADR	$	161.31		$	153.62		5.0	%	$	187.57		$	181.32		3.4	%
RevPAR	$	117.44		$	112.59		4.3	%	$	147.43		$	141.05		4.5	%
Total RevPAR	$	298.62		$	285.85		4.5	%	$	380.45		$	361.18		5.3	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 14,667 $ 14,445 1.5 % $ 54,526 $ 51,724 5.4 %
Food and beverage
   18,330 22,677 -19.2 % 71,635 76,557 -6.4 %
Other hotel revenue
   4,241 5,085 -16.6 % 13,458 15,368 -12.4 %


Total revenue
   37,238 42,207 -11.8 % 139,619 143,649 -2.8 %
Operating expenses:

Rooms
   3,572 3,973 -10.1 % 12,192 11,787 3.4 %
Food and beverage
   11,292 12,741 -11.4 % 38,550 39,862 -3.3 %
Other hotel expenses
   13,821 15,202 -9.1 % 45,882 47,129 -2.6 %
Management fees, net
   692 802 -13.7 % 3,079 2,971 3.6 %
Depreciation and amortization
   4,753 4,773 -0.4 % 14,307 14,243 0.4 %


Total operating expenses
   34,130 37,491 -9.0 % 114,010 115,992 -1.7 %
Performance metrics:

Occupancy
   73.3 % 73.4 % -0.1 % 77.8 % 77.8 % 0.0 %
ADR
   $ 153.62 $ 151.02 1.7 % $ 181.32 $ 171.70 5.6 %
RevPAR
   $ 112.59 $ 110.88 1.5 % $ 141.05 $ 133.63 5.6 %
Total RevPAR
   $ 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 September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, due primarily to an increase in ADR for both ~~2017 periods for both~~ group and transient ~~rates, and an increase in transient occupancy for both 2017 periods.~~business. Rooms expenses ~~decreased during the three-month 2017 period and~~ increased during the ~~nine-month 2017 period,~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016. The three-month 2017 decrease was primarily due to decreased commission costs, and the nine-month 2017 increase was~~ primarily due to increased ~~commission costs.~~group commissions.

Food and beverage revenue ~~decreased~~increased at Gaylord Palms during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, due primarily to ~~a decrease in banquets from group cancellations related to Hurricane Irma in September 2017.~~increased catering revenue. Food and beverage expenses decreased slightly in the ~~three months and nine months ended September 30, 2017,~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016, primarily~~ as ~~a result of a decrease~~the increase in variable costs associated with the ~~decrease~~increase in ~~revenue.~~revenue was offset by improved labor and food margins.

Other hotel revenue at Gaylord Palms ~~decreased~~increased during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016. The three-month~~ 2017, ~~decrease is primarily the result of the 2016 period including the collection of a group contract settlement. The nine-month 2017 decrease is~~ primarily due to ~~decreased collection of~~an increase in attrition and cancellation ~~fees.~~fee collections. The nine-month 2018 period increase was also impacted by increased holiday programming revenue that continued into January 2018. Other hotel expenses ~~decreased~~increased in the ~~2017~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016,~~ primarily as a result of ~~a decrease in~~increased sales and marketing ~~costs.~~expenses, as well as the prior periods including a one-time beneficial sales tax audit settlement.

Depreciation and amortization ~~were stable~~increased slightly at Gaylord Palms during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017.

Table of Contents

Gaylord Texan Results.The results of Gaylord Texan for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2018			2017			Change		2018			2017			Change
Revenues:
Rooms	$	23,463		$	19,178		22.3	%	$	65,295		$	58,682		11.3	%
Food and beverage		32,205			25,289		27.3	%		95,777			84,902		12.8	%
Other hotel revenue		7,158			5,699		25.6	%		18,722			16,099		16.3	%
Total revenue		62,826			50,166		25.2	%		179,794			159,683		12.6	%
Operating expenses:
Rooms		5,076			4,212		20.5	%		13,999			12,792		9.4	%
Food and beverage		16,089			14,141		13.8	%		47,391			44,151		7.3	%
Other hotel expenses		16,502			15,286		8.0	%		47,360			44,959		5.3	%
Management fees, net		1,562			951		64.2	%		5,335			3,434		55.4	%
Depreciation and amortization		6,581			5,175		27.2	%		17,749			15,425		15.1	%
Total operating expenses		45,810			39,765		15.2	%		131,834			120,761		9.2	%
Performance metrics:
Occupancy		76.2	%		75.0	%	1.6	%		75.2	%		75.7	%	(0.7)	%
ADR	$	184.45		$	183.90		0.3	%	$	190.99		$	187.80		1.7	%
RevPAR	$	140.59		$	137.96		1.9	%	$	143.68		$	142.26		1.0	%
Total RevPAR	$	376.45		$	360.87		4.3	%	$	395.63		$	387.11		2.2	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 19,178 $ 21,266 -9.8 % $ 58,682 $ 61,621 -4.8 %
Food and beverage
   25,289 26,055 -2.9 % 84,902 85,038 -0.2 %
Other hotel revenue
   5,699 5,161 10.4 % 16,099 15,844 1.6 %


Total revenue
   50,166 52,482 -4.4 % 159,683 162,503 -1.7 %
Operating expenses:

Rooms
   4,212 4,482 -6.0 % 12,792 12,691 0.8 %
Food and beverage
   14,141 14,601 -3.2 % 44,151 44,398 -0.6 %
Other hotel expenses
   15,286 15,682 -2.5 % 44,959 45,293 -0.7 %
Management fees, net
   951 870 9.3 % 3,434 3,288 4.4 %
Depreciation and amortization
   5,175 5,060 2.3 % 15,425 15,090 2.2 %


Total operating expenses
   39,765 40,695 -2.3 % 120,761 120,760 0.0 %
Performance metrics:

Occupancy
   75.0 % 82.0 % -8.5 % 75.7 % 78.3 % -3.3 %
ADR
   $ 183.90 $ 186.55 -1.4 % $ 187.80 $ 190.09 -1.2 %
RevPAR
   $ 137.96 $ 152.98 -9.8 % $ 142.26 $ 148.84 -4.4 %
Total RevPAR
   $ 360.87 $ 377.54 -4.4 % $ 387.11 $ 392.51 -1.4 %

Rooms revenue and RevPAR ~~decreased~~increased at Gaylord Texan during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, due primarily to ~~decreased occupancy due to a decrease~~an increase in ADR for group business and an increase in group occupancy. The 2018 periods were also positively impacted by additional room availability from the recently completed rooms ~~partially attributable to Hurricane Harvey~~expansion, as well as the absence of hurricane-related impacts that occurred in ~~August 2017, and decreased ADR for both group and transient rates. Rooms expenses decreased during~~ the ~~three-month 2017 period, as compared to the same period in 2016, primarily due to decreased variable expenses associated with the decrease in occupancy.~~prior year. Rooms expenses increased during the ~~nine-month 2017 period,~~2018 periods, as compared to the ~~same period~~2017 periods, primarily due to an increase in ~~2016, as decreased variable expenses associated with the decrease in occupancy were offset by increased~~ group commissions.

Food and beverage revenue ~~decreased~~increased at Gaylord Texan during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, due ~~primarily~~ to ~~decreases~~an increase in ~~both banquets and food and beverage outlet~~catering revenue. Food and beverage expenses ~~decreased~~increased in the ~~2017~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016,~~ primarily due to the ~~decrease~~increase in variable costs associated with the ~~decrease~~increase in ~~revenue.~~revenue, partially offset by improved food and labor margins.

Other hotel revenue at Gaylord Texan increased during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of anincreased ancillary revenue, such as parking and resort fees associated with the increase in ~~attrition and cancellation fee collections.~~total room nights sold. Other hotel expenses ~~decreased~~increased in the ~~2017~~2018 periods, as compared to the ~~same~~2017 periods, ~~in 2016,~~ due primarily to ~~a decrease in sales~~increased property tax and marketing ~~expense, partially offset by an increase in property taxes due to an increased property valuation.~~expenses associated with the recent rooms and meeting space expansion.

Depreciation and amortization increased ~~slightly~~ at Gaylord Texan during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the ~~same~~2017 periods, primarily as a result of the recent rooms and meeting space expansion that resulted in ~~2016.~~

increased depreciable asset levels.

Table of Contents

Gaylord National Results.The results of Gaylord National for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 are as follows (in thousands, except percentages and performance metrics):


	Three Months Ended								Nine Months Ended
	September 30,								September 30,
							%								%
	2018			2017			Change		2018			2017			Change
Revenues:
Rooms	$	24,489		$	25,181		(2.7)	%	$	82,097		$	82,537		(0.5)	%
Food and beverage		30,799			29,177		5.6	%		101,970			96,776		5.4	%
Other hotel revenue		5,015			4,578		9.5	%		16,679			16,075		3.8	%
Total revenue		60,303			58,936		2.3	%		200,746			195,388		2.7	%
Operating expenses:
Rooms		9,888			9,617		2.8	%		30,564			29,798		2.6	%
Food and beverage		19,936			18,884		5.6	%		62,746			59,957		4.7	%
Other hotel expenses		18,260			18,465		(1.1)	%		56,252			55,161		2.0	%
Management fees, net		985			960		2.6	%		3,348			3,244		3.2	%
Depreciation and amortization		6,891			6,701		2.8	%		20,647			19,830		4.1	%
Total operating expenses		55,960			54,627		2.4	%		173,557			167,990		3.3	%
Performance metrics:
Occupancy		71.9	%		74.2	%	(3.1)	%		73.7	%		75.1	%	(1.9)	%
ADR	$	185.56		$	184.89		0.4	%	$	204.35		$	201.77		1.3	%
RevPAR	$	133.36		$	137.13		(2.7)	%	$	150.66		$	151.47		(0.5)	%
Total RevPAR	$	328.39		$	320.95		2.3	%	$	368.40		$	358.57		2.7	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Revenues:

Rooms
   $ 25,181 $ 25,851 -2.6 % $ 82,537 $ 79,253 4.1 %
Food and beverage
   29,177 30,298 -3.7 % 96,776 94,097 2.8 %
Other hotel revenue
   4,578 4,851 -5.6 % 16,075 15,355 4.7 %


Total revenue
   58,936 61,000 -3.4 % 195,388 188,705 3.5 %
Operating expenses:

Rooms
   9,617 9,752 -1.4 % 29,798 28,837 3.3 %
Food and beverage
   18,884 19,036 -0.8 % 59,957 58,563 2.4 %
Other hotel expenses
   18,465 18,503 -0.2 % 55,161 55,301 -0.3 %
Management fees, net
   960 999 -3.9 % 3,244 3,114 4.2 %
Depreciation and amortization
   6,701 6,462 3.7 % 19,830 21,423 -7.4 %


Total operating expenses
   54,627 54,752 -0.2 % 167,990 167,238 0.4 %
Performance metrics:

Occupancy
   74.2 % 72.4 % 2.5 % 75.1 % 69.8 % 7.6 %
ADR
   $ 184.89 $ 194.37 -4.9 % $ 201.77 $ 207.48 -2.8 %
RevPAR
   $ 137.13 $ 140.78 -2.6 % $ 151.47 $ 144.91 4.5 %
Total RevPAR
   $ 320.95 $ 332.19 -3.4 % $ 358.57 $ 345.04 3.9 %

Rooms revenue and RevPAR decreased at Gaylord National during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017. The three-month 2018 decreases are due primarily to a decrease in transient occupancy and a decrease in ADR for group business. These decreases were partially offset by an increase in group occupancy and an increase in ADR for transient ~~occupancy.~~business. The nine-month 2018 decreases are due to a decrease in both group and transient occupancy, partially offset by an increase in ADR for both group and transient business. Both periods were negatively impacted by Hurricane Florence in September 2018. Rooms ~~revenue and RevPAR~~expenses increased at Gaylord National during the 2018 periods, as compared to the 2017 periods, primarily due to increased labor costs.

Food and beverage revenue increased at Gaylord National during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016, due to~~2017, primarily as a result of an increase in ~~group occupancy, partially offset by a decrease in transient ADR. The increase in group occupancy~~banquets. Food and beverage expenses increased 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,2018 periods, as compared to the ~~same period in 2016, primarily due to~~2017 periods, as a ~~decrease in commission cost. Rooms expenses at Gaylord National~~result of 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.~~revenue.

~~Food and beverage~~Other hotel revenue ~~decreased~~increased at Gaylord National during the three months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, 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~~due 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 a decrease in attrition and cancellation fee collections, partially offset by an increase in ancillary revenue, such as parking and resort fees, ~~associated with~~as the ~~increase in occupancy.~~prior year included several government groups, who, per standard government policy, do not pay a resort fee. Other hotel revenue increased during the nine months ended September 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, primarily due to an increase ~~in ancillary revenue, partially offset by a decrease~~ in attrition and cancellation fee collections. Other hotel expenses ~~remained stable~~decreased slightly in the ~~2017 periods,~~three-month 2018 period, as compared to the ~~same periods~~2017 period, due to decreased property taxes due to prior period tax settlements and decreased maintenance costs. Other hotel expenses increased in ~~2016.~~the nine-month 2018 period, as compared to the 2017 period, due to an increase in sales and marketing expenses, partially offset by the decrease in property taxes.

Depreciation and amortization at Gaylord National increased during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, 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~~

Table 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.~~Contents

Entertainment Segment

Total Segment Results.The following presents the financial results of our Entertainment segment for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands, except percentages):

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017    2016    %
Change 2017    2016    %
Change
Revenues
   $ 35,134    $ 30,701    14.4 % $ 92,427    $ 81,893    12.9 %
Operating expenses
   22,621    19,100    18.4 % 61,559    54,630    12.7 %
Depreciation and amortization
   1,965    1,637    20.0 % 5,465    4,845    12.8 %









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


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
					%						%
	2018		2017		Change		2018		2017		Change
Revenues	$	43,009	$	35,134	22.4	%	$	108,446	$	92,427	17.3	%
Operating expenses		31,327		22,651	38.3	%		80,947		61,637	31.3	%
Depreciation and amortization		2,613		1,965	33.0	%		6,885		5,465	26.0	%
Operating income (1)	$	9,069	$	10,518	(13.8)	%	$	20,614	$	25,325	(18.6)	%

~~(1)~~

(1)

Entertainment segment operating income does not include preopening costs of $0.1 million and $0.9 million in the ~~effect of $0.9~~three months ended September 30, 2018 and 2017, respectively, and $1.7 million and $1.4 million ~~of preopening costs~~ in the nine months ended September 30, 2018 and 2017, ~~periods,~~ respectively. Entertainment segment operating income also does not include impairment and other charges of $4.5 million in the 2018 periods. See discussion of ~~preopening costs~~these items below.

Entertainment segment revenue increased during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily due to ~~increases at~~ the ~~Grand~~opening of our flagship Ole Red location in Nashville in May 2018, as well as revenue from Opry ~~and Ryman Auditorium, due~~City Stage subsequent to ~~increased shows and attendance and increased ancillary business such as tours and retail. Included~~our purchase of the remaining 50% joint venture interest in the ~~nine-month 2017 increase are increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits~~second quarter of ~~a 2016 renovation.~~2018.

Entertainment operating expenses increased during the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of the opening of our Ole Red Nashville location in May 2018, expenses associated with Opry City Stage subsequent to our purchase of the remaining 50% joint venture interest in the second quarter of 2018, and increased compensation and consulting ~~costs, as well as increased variable costs associated with the increase in revenue.~~costs.

Entertainment depreciation expense increased in the three months and nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily ~~due to an increase at the Wildhorse Saloon associated with increased depreciable asset levels~~ as a result of the ~~2016 renovation.~~

opening of Ole Red Nashville that resulted in increased depreciable asset levels.

Corporate and Other Segment

Total Segment Results.The following presents the financial results of our Corporate and Other segment for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands, except percentages):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
					%						%
	2018		2017		Change		2018		2017		Change
Operating expenses	$	7,212	$	7,909	(8.8)	%	$	23,181	$	22,786	1.7	%
Depreciation and amortization		435		520	(16.3)	%		1,391		1,611	(13.7)	%
Operating loss	$	(7,647)	$	(8,429)	9.3	%	$	(24,572)	$	(24,397)	(0.7)	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Operating expenses
   $ 9,220 $ 8,447 9.2 % $ 24,324 $ 22,315 9.0 %
Depreciation and amortization
   520 668 -22.2 % 1,611 1,992 -19.1 %


Operating loss
   $ (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~~decreased in the three months ended September 30, 2018, as compared to the same period in 2017, primarily due to a decrease in employee benefit expense. Corporate and Other operating expenses increased in the nine months ended September 30, ~~2017,~~2018, as compared to the same ~~periods~~period in ~~2016,~~2017, 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 in the three months and nine months ended September 30, ~~2017,~~2018, as compared with the same periods in ~~2016.~~2017.

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Operating Results – Preopening Costs

Preopening costs of $4.0 million during the nine months ended September 30, 2018 primarily include costs associated with an expansion of the guest rooms and convention space at Gaylord Texan, which opened in the second quarter of 2018, and costs associated with Ole Red Nashville, which opened in May 2018. Preopening costs of $0.9 million and $1.6 million during the three months and nine months ended September 30, 2017, respectively, include costs associated with a riverfront ballroom at Gaylord National, which opened in the second quarter of 2017, and costs associated with our various Entertainment segment projects.

Operating Results – Impairment and Other Charges

Impairment charges in the 2018 periods represent the impairment of a portion of our carrying value in Opry City Stage assets. Subsequent to our purchase of the remaining 50% joint venture interest in the second quarter of 2018, we determined that current ongoing operations were not meeting our revenue expectations from the time of purchase. In September 2018, we announced that we were temporarily suspending operations at Opry City Stage to appropriately reposition the venue and its operations. As a result, we performed an impairment assessment of the carrying amount of Opry City Stage assets based on the related estimated total future net cash flows and determined that an impairment charge of $4.5 million was warranted.

Non-Operating Results Affecting Net Income

General

The following table summarizes the other factors which affected our net income for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands, except percentages):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
					%						%
	2018		2017		Change		2018		2017		Change
Interest expense	$	(19,220)	$	(16,621)	(15.6)	%	$	(55,574)	$	(49,640)	(12.0)	%
Interest income		2,678		2,957	(9.4)	%		8,197		8,874	(7.6)	%
Loss from joint ventures		(985)		(899)	(9.6)	%		(2,227)		(2,616)	14.9	%
Other gains and (losses), net		1,881		1,453	29.5	%		2,085		57	3,557.9	%
Provision for income taxes		(1,863)		(530)	(251.5)	%		(9,748)		(2,022)	(382.1)	%

   Three Months Ended Nine Months Ended
   September 30, September 30,
   2017 2016 %
Change 2017 2016 %
Change
Interest expense
   $ (16,621 ) $ (15,947 ) 4.2 % $ (49,640 ) $ (48,002 ) 3.4 %
Interest income
   2,957 2,965 -0.3 % 8,874 9,116 -2.7 %
Loss from joint ventures
   (899 ) (638 ) -40.9 % (2,616 ) (2,086 ) -25.4 %
Other gains and (losses), net
   2,554 2,468 3.5 % 1,024 2,288 -55.2 %
Provision for income taxes
   (530 ) (1,822 ) 70.9 % (2,022 ) (2,352 ) 14.0 %

Interest Expense

Interest expense increased ~~$0.7~~$2.6 million during the three months and increased $5.9 million in the nine months ended September 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017. The three-month 2018 increase is due primarily to increased borrowings under our revolving credit facility, as well as increased interest rates on our variable rate debt. The nine-month 2018 increase is due primarily to increased interest expense ~~associated~~incurred in connection with our ~~new~~ term loan A and increased borrowings under our ~~refinanced~~ term loan ~~B. These increases~~B, which were both refinanced in May 2017, and increased interest rates on our variable rate debt. This increase was partially offset by increased capitalized interest in the current 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 under our refinanced term loan B. These increases were partially offset by increased capitalized interest in the current year.

Cash interest expense increased ~~$1.6~~$2.9 million to ~~$16.9~~$19.7 million in the three months and increased ~~$3.8~~$7.7 million to ~~$49.1~~$56.8 million in the nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017. Non-cash interest expense, which includes amortization of deferred financing costs and ~~debt discounts and~~ thewrite-off of deferred financing costs, offset by capitalized interest, decreased ~~$1.0~~$0.3 million to ~~$(0.2)~~$(0.5) million in the three months and decreased ~~$2.2~~$1.8 million to ~~$0.5~~$(1.2) million in the nine months ended September 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017.

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,~~and capitalized interest, was ~~4.5%~~4.9% and ~~4.2%~~4.5% for the three months ended September 30, 2018 and 2017, respectively, and 4.8% and 4.4% ~~and 4.3%~~ for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

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Interest Income

Interest income for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 primarily includes amounts earned on the bonds that were received in connection with the development of Gaylord National, which we hold as notes receivable. See Note 6 to the accompanying condensed consolidated financial statements for additional discussion of interest income on these bonds.

Loss from Joint Ventures

The loss from joint ventures for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 primarily represents preopening expenses ~~related~~incurred by our Gaylord Rockies joint venture, which is anticipated to ~~joint ventures that we entered into related to~~open in late 2018, as well as pre-opening expenses in the 2017 period, and losses incurred in the 2018 period, by our Opry City Stage joint venture in Times Square in New York City, ~~and~~which opened in December 2017. We acquired the ~~investment~~remaining 50% joint venture interest in ~~Gaylord Rockies.~~ Opry City Stage ~~is anticipated~~in the second quarter of 2018. In addition, the nine-month 2018 period includes a gain of $2.8 million recognized from the re-measurement of the pre-existing Opry City Stage equity method investment prior to ~~open in fourth quarter 2017,~~consolidation. In September 2018, we announced that we were temporarily suspending operations at Opry City Stage to appropriately reposition the venue and ~~Gaylord Rockies is anticipated to open in late 2018.~~its operations.

Other Gains and (Losses), net

Other gains and (losses), net for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 primarily includes gains of $2.7 million and $2.6 million, ~~and $2.5 million~~respectively, from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses. ~~The~~ These gains are partially offset by pension settlement losses associated with our defined benefit pension plan in the three months and nine months ended September 30, 2018 and 2017 of $1.0 million and $1.2 million, respectively. Other gains and (losses), net for the nine-month 2017 period also includes a loss on certain assets that were disposed of in our Entertainment and Corporate segments.

Provision for Income Taxes

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 September 30, ~~2017~~2018 and ~~2016,~~2017, we recorded an income tax provision of ~~$0.5~~$1.9 million and ~~$1.8~~$0.5 million, respectively. For the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, we recorded an income tax provision of ~~$2.0~~$9.7 million and ~~$2.4~~$2.0 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction in both periods and the change in valuation allowance required at the ~~TRSs.~~

TRSs for the 2017 periods.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and included a reduction to the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. As discussed in SEC Staff Accounting Bulletin No. 118, the accounting for the TCJA should be completed within one year from enactment. As of September 30, 2018, we have completed our accounting for all of the enactment-date income tax effects of the TCJA. During the nine months ended September 30, 2018, we have made no adjustments to the provisional amounts recorded at December 31, 2017.

Liquidity and Capital Resources

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 nine months ended September 30, 2018, our net cash flows provided by operating activities were $225.3 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and other non-cash charges of approximately $220.3 million, and favorable changes in working capital of approximately $5.0 million. During the nine months ended September 30, 2017, our net cash flows provided by operating activities were $215.8 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and othernon-cash charges of approximately $197.0 million, and favorable changes in working capital of

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approximately $18.8 million. The ~~favorable~~ changes in working capital in both periods primarily resulted from an increase in accounts payable and accrued liabilities primarily attributable to an increase in deferred revenues associated with our Christmas-related programs and an increase in accrued interest on our outstanding ~~debt.~~debt, partially offset by 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 nine months ended September 30, ~~2016,~~2018, our ~~net cash flows provided by operating~~primary uses of funds for investing activities were ~~$199.1~~purchases of property and equipment, which totaled $132.8 million, and consisted primarily ~~reflecting cash provided by~~of construction of the new waterpark at Gaylord Opryland, the expansion of the guest rooms and convention space at Gaylord Texan, construction of Ole Red Nashville, an expansion of the retail, ticketing and parking areas at the Grand Ole Opry House, and ongoing maintenance capital expenditures for our ~~income before depreciation expense, amortization expense and othernon-cash~~existing properties. ~~charges of approximately $201.7 million, partially offset by unfavorable changes in working capital of approximately $2.6 million.~~

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

During the nine months ended 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 $50.4 million in the Gaylord Rockies joint venture, 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 and equipment consisted primarily of the renovation of a portion of the guest rooms 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, the repayment of long-term debt and the payment of cash dividends. During the nine months ended September 30, 2018, our net cash flows used in financing activities were approximately $37.0 million, primarily reflecting the payment of $128.8 million in cash dividends, partially offset by $99.0 million in net borrowings under our revolving credit facility.

During the nine months ended September 30, 2017, our net cash flows used in financing activities were approximately $65.2 million, primarily reflecting the repayment of $235.9 million under our refinanced revolving credit facility, the payment of $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 $200.0 million in borrowings under our new term loan A and $107.5 million in net borrowings under our refinanced term loan B.

During the nine months ended September 30, 2016, our net cash flows used in financing activities were approximately $88.1 million, primarily reflecting the payment of $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 $57.5 million in net borrowings under our credit facility.

Liquidity

~~Liquidity~~

At September 30, ~~2017,~~2018, we had ~~$62.7~~$86.0 million in unrestricted cash and ~~$551.4~~$427.6 million available for borrowing under our revolving credit facility. During the nine months ended September 30, ~~2017,~~2018, we net borrowed ~~$71.6~~$99.0 million under our revolving credit facility, incurred capital expenditures of $132.8million and paid cash dividends of $120.7 million, incurred capital expenditures of $127.1 million, invested $16.3 million in the Gaylord Rockies joint venture, and paid $12.3 million in deferred financing costs associated with the refinancing of our credit facility.$128.8 million. These net outflows were offset by cash flows from operating activities discussed above, resulting in the increase in our cash balance from December 31, ~~2016~~2017 to September 30, ~~2017.~~2018.

We currently plan to pay a quarterly cash dividend of ~~$0.80~~$0.85 per share in January ~~2018,~~2019, 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~~2018 by spending approximately $242 million to purchase an additional investment interest in the Gaylord Rockies joint venture and by spending between ~~$60~~$45 million and ~~$80~~$65 million in capital expenditures, which primarily includes ongoing maintenance capital of our current facilities and the ~~expansion~~construction of ~~the guest rooms and convention space at Gaylord Texan, and~~ a luxury indoor/outdoor waterpark at Gaylord Opryland.

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 and our planned additional investment in the Gaylord Rockies joint venture, we could draw on our credit facility, subject to the satisfaction of covenants in the credit facility.

Our outstanding principal debt agreements, ~~at September 30, 2017~~none of which mature prior to 2021, 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 September 30, ~~2017,~~2018, we were in compliance with all covenants related to our outstanding debt.

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Principal Debt Agreements

Credit Facility. On May 11, 2017, we entered into a Fifth Amended and Restated Credit Agreement (the ~~“Amended Credit~~“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~~amended and ~~restates~~restated the Company’s existing credit facility. In addition, on May 23, 2017, we entered into an Amendment No. 1 (the ~~“Amendment”~~“Amendment No. 1”) and on June 26, 2018, we entered into an Amendment No. 2 (the “Amendment No. 2”) to the ~~Amended~~ Credit Agreement among the same ~~parties.~~parties, as discussed below. As amended, our 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~~a $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 us, each of our four wholly-owned subsidiaries that own the Gaylord Hotels properties, and certain ~~other~~ of our other subsidiaries. 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 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 one of the Gaylord ~~Hotel~~Hotels properties is sold).

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. The material financial covenants, ratios or tests contained in the ~~Amended~~ Credit Agreement are as follows (and are unchanged from the previous credit agreement):

We must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than .65 to 1.0.

We must maintain a consolidated tangible net worth (as defined in the Credit Agreement) of not less than $175 million plus 75% of the proceeds received by us or any of our subsidiaries in connection with any equity issuance.

We must maintain a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.50 to 1.00.

~~We must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than .65 to 1.0.~~

We must maintain a consolidated tangible net worth (as defined in the Amended Credit Agreement) of not less than $175 million plus 75% of the proceeds received by us or any of our subsidiaries in connection with any equity issuance.

~~We must maintain a consolidated fixed charge coverage ratio (as defined in the Amended Credit Agreement) of not less than 1.50 to 1.00.~~

We must maintain an implied debt service coverage ratio (the ratio of adjusted net operating income to monthly principal and interest that would be required if the outstanding balance were amortized over 25 years at an assumed fixed rate) of not less than 1.60 to 1.00.

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.

$700 Million Revolving Credit Facility. Pursuant to ~~the~~ Amendment No. 1, 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 September 30, ~~2017,~~2018, 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~~2018, $270.0 million of borrowings were outstanding under the Revolver, and the lending banks had issued ~~$2.1~~$2.4 million of letters of credit under the ~~Amended~~ Credit Agreement, which left ~~$551.4~~$427.6 million of availability under the 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

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aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”), which we met at September 30, ~~2017)~~2018).

$200 Million Term Loan A Facility.~~The~~ Amendment No. 1 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,~~2018, 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 May 2017, as part of the ~~Amended~~ Credit Agreement discussed above, we increased the capacity under our previous $400 million term loan B to $500 million. The Term Loan B has a maturity date of May 11, 2024 and, prior to June 26, 2018, borrowings ~~bear~~bore interest at an annual rate equal to, at our option, either (i) LIBOR plus 2.25% or (ii) a base rate as set in the ~~Amended~~Credit Agreement. On June 26, 2018, we entered into Amendment No. 2 that reduces the applicable interest rate margins for borrowings under the Term Loan B to, at our option, either (i) LIBOR plus 2.00% or (ii) a base rate as set in the Credit Agreement. At September 30, ~~2017,~~2018, the interest rate on the Term Loan B was LIBOR plus ~~2.25%~~2.00%. 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. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the

~~Amended~~ Credit Agreement), an additional principal amount is required. As a result of Amendment No. 2, the commencement date for any Excess Cash Flow payments has been extended to December 31, 2019. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At closing of Amendment No. 1, we 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. Amendment No. 2 did not change the maturity dates existing under the Credit Agreement or result in any increase or decrease in outstanding borrowings.

As a result of the repricing of the Term Loan B in 2018, we wrote off $2.0 million of deferred financing costs during the nine months ended September 30, 2018, which is included in interest expense in the accompanying condensed consolidated statement of operations. At September 30, 2018, $493.8 million in borrowings were outstanding under the Term Loan B.

$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 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.~~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.

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$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 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~~are 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.~~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 aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and

~~The aggregate principal balance of all mortgage and mezzanine debt encumbering the hotel shall be no greater than 75% of the fair market value of the hotel; and~~

The ratio of (a) aggregate Operating Profit (as defined in the management agreement) in the 12 months prior to the closing on the mortgage or mezzanine debt to (b) annual debt service for the hotel shall equal or exceed 1.2:1; but is subject to the pooling agreement described below.

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

The aggregate principal balance of all mortgage and mezzanine debt on Pooled Hotels (as defined in the pooling agreement), shall be no more than 75% of the fair market value of Pooled Hotels.

The ratio of (a) aggregate Operating Profit (as defined in the pooling agreement) of Pooled Hotels in the 12 months prior to closing on any mortgage or mezzanine debt to (b) annual debt service for the Pooled Hotels, shall equal or exceed 1.2:1.

Off-Balance Sheet Arrangements

As described in Note 612 to our condensed consolidated financial statements included herein, we have invested in a joint venture that ~~will build~~is building and ~~subsequently own~~owns 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 Gaylord Rockies’ satisfaction of designated debt

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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 September 30, ~~2017,~~2018, we have not recorded any liability in the condensed consolidated balance sheet associated with these guarantees.

In addition, wewe 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 Agreement had issued ~~$2.1~~$2.4 million of letters of credit at September 30, ~~2017.~~2018. 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.

Commitments and Contractual Obligations

The following table summarizes our significant contractual obligations at September 30, ~~2017,~~2018, including long-term debt and operating and capital lease commitments (amounts in thousands):

      Payment due by Period
   Total
amounts    Less than          More than
Contractual obligations
   committed    1 year    1-3 years    3-5 years    5 years
Long-term debt (1)
   $ 1,594,000    $ 5,000    $ 10,000    $ 706,500    $ 872,500
Capital leases
   643    20    43    46    534
Operating leases (2)
   616,463    4,563    9,533    10,090    592,277
Construction commitments (3)
   13,553    13,553    —      —      —










Total contractual obligations
   $ 2,224,659    $ 23,136    $ 19,576    $ 716,636    $ 1,465,311


			Payment due by Period
	Total amounts		Less than						More than
Contractual obligations	committed		1 year		1-3 years		3-5 years		5 years
Long-term debt (1)	$	1,713,750	$	5,000	$	630,000	$	610,000	$	468,750
Capital leases		623		21		45		48		509
Operating leases (2)		676,924		7,504		16,273		17,336		635,811
Construction commitments (3)		37,222		37,222		—		—		—
Total contractual obligations	$	2,428,519	$	49,747	$	646,318	$	627,384	$	1,105,070

~~(1)~~

(1)

Long-term debt commitments do not include approximately ~~$327.2~~$306.9 million in interest payments projected to be due in future years (less than 1 year – ~~$64.9~~$76.6 million;~~1-3~~ 1‑3 years – ~~$129.2~~$140.9 million;~~3-5~~ 3‑5 years – ~~$95.4~~$76.8 million; more than 5 years – ~~$37.7~~$12.6 million) based on the stated interest rates on our fixed-rate debt and the rates in effect at September 30, ~~2017~~2018 for our variable-rate debt. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form~~10-K~~ 10‑K for the year ended December 31, ~~2016~~2017 for a discussion of the interest we paid during the fiscal years 2017, 2016 ~~2015~~ and ~~2014.~~2015.

~~(2)~~

(2)

Total operating lease commitments of ~~$616.5~~$676.9 million includes the~~75-year~~ 75‑year operating lease agreement we entered into during 1999 for 65.3 acres of land located in Osceola County, Florida where Gaylord Palms is ~~located.~~located, which we may extend until January 2101.

~~(3)~~

(3)

With respect to our properties that are operated under management agreements with Marriott, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these properties. The amount funded into each of these reserve accounts is determined pursuant to the management agreements and is generally 5.0% of the respective property’s total annual revenue. At September 30, ~~2017, $13.6~~ 2018, $37.2million was held in FF&E reserve accounts for future capital expenditures at our properties. According to the terms of each management agreement with Marriott, the reserve funds are to be held by Marriott in a restricted cash

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account. Although it is not required that such funds be expended in a given year, each management agreement provides any excess funds will carry over for use in future years.

The expected cash 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 are estimated based upon the 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 Form~~10-K~~ 10‑K for the year ended December 31, ~~2016~~2017 for further discussion related to these obligations.

Critical Accounting Policies and Estimates

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 Form~~10-K~~ 10‑K for the year ended December 31, ~~2016.~~2017. There were no newly identified critical accounting policies in the first nine months of ~~2017~~2018 nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form~~10-K~~ 10‑K for the year ended December 31, ~~2016.~~2017.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

Risk Related to Changes in Interest Rates

Borrowings outstanding under the Revolver bear interest at an annual rate of LIBOR plus 1.55%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$146.5~~$270.0 million in borrowings outstanding under the Revolver at September 30, ~~2017~~2018 would increase by approximately ~~$1.5~~$2.7 million.

Borrowings outstanding under our Term Loan A currently bear interest at an annual rate of LIBOR plus 1.50%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the $200.0 million in borrowings outstanding under our Term Loan A at September 30, ~~2017~~2018 would increase by approximately $2.0 million.

Borrowings outstanding under our Term Loan B currently bear interest at an annual rate of LIBOR plus ~~2.25%~~2.00%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$497.5~~$493.8 million in borrowings outstanding under our Term Loan B at September 30, ~~2017~~2018 would increase by approximately ~~$5.0~~$4.9 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 September 30, ~~2017.~~2018. As a result, the interest rate market risk implicit in these investments at September 30, ~~2017,~~2018, if any, is low.

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Risk Related to Changes in Asset Values that Fund our Pension Plans

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 September 30, ~~2017,~~2018, the value of the investments in the pension ~~fund~~plan was ~~$69.5~~$68.6 million, and an immediate 10% decrease in this value would have reduced the value of the investments in the pension ~~fund~~plan by approximately $6.9 million.

ITEM 4. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures, as defined in Rule~~13a-15(e)~~ 13a‑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.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is a party to certain litigation in the ordinary course, as described in Note 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.~~statements.

ITEM 1A. RISK FACTORS.

~~There~~Except as otherwise described herein, there have been no material changes from the risk factors disclosed in ~~our~~Part I, Item 1A, “Risk ~~Factors” as previously set forth in the Company’s~~Factors,” of our Annual Report on Form~~10-K~~ 10‑K for the fiscal year ended December 31, ~~2016.~~2017.

We may fail to complete the Rockies Interest Purchase on a timely basis or at all.

Although we expect to complete the Rockies Interest Purchase by the end of 2018, the completion of the Rockies Interest Purchase is subject to closing conditions and there can be no assurance that the Rockies Interest Purchase will be completed on the anticipated schedule or at all. In particular, closing conditions involving third parties, such as the lender to the Gaylord Rockies joint venture and Marriott, may be difficult to satisfy and may not be satisfied on the anticipated schedule or at all. If we fail to consummate the Rockies Interest Purchase or should the completion of the Rockies Interest Purchase be significantly delayed, we will have incurred significant costs related to the Rockies Interest Purchase, such as costs for legal and accounting services, without realizing all or a portion of the intended economic benefits of the Rockies Interest Purchase. Even if we consummate the Rockies Interest Purchase, we may not realize the intended economic benefits. As a general matter, any failure to complete the Rockies Interest Purchase could have a negative impact on our business, results of operations or financial condition.

The consummation of the Rockies Interest Purchase will subject us to additional liability and risk.

Following the consummation of the Rockies Interest Purchase, and as a result of our increased ownership in the Gaylord Rockies joint venture, we will be subject to additional liability, including an expected increase in our obligations relating to various guarantees and environmental indemnities of the construction loan for the development and construction of Gaylord Rockies (as well as future financings). Additionally, we will be subject to increased risks related to the

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prevailing market conditions in the greater Denver area, as well as the general operating performance of Gaylord Rockies. The additional liabilities and risks associated with the completion of the Rockies Interest Purchase could have a material adverse effect on our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Inapplicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Inapplicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Inapplicable.

ITEM 5. OTHER INFORMATION.

Inapplicable.

ITEM 6. EXHIBITS.


Exhibit Number		Description

~~3.1~~ 2.1		Purchase Agreement, dated as of September 13, 2018, by and among Ryman Hospitality Properties, Inc., Aurora Convention Center Hotel Partners LLC, AREG Aurora CCH LLC, and RIDA Aurora LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 14, 2018).

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 Form~~8-K~~ 8‑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 Form~~8-K~~ 8‑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 Form~~10-Q~~ 10‑Q for the quarterly period ended September 30, ~~2017,~~2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months and nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).

* Filed herewith.

** Furnished herewith.

*	~~Filed herewith.~~

**	~~Furnished herewith.~~

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SIGNATURES

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.


		RYMAN HOSPITALITY PROPERTIES, INC.

Date: November 7, ~~2017~~2018	By:		/s/ Colin V. Reed
			Colin V. Reed
			Chairman of the Board of Directors and
			Chief Executive Officer
			~~(Principal Executive Officer)~~

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

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

~~Large accelerated filer~~

~~Accelerated filer~~

~~Non-accelerated filer~~

~~Smaller reporting company~~

~~Emerging growth company~~