UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010

2011

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

For the transition period from         to

Commission File No. 1-13079

GAYLORD ENTERTAINMENT COMPANY

(Exact name of Registrant as Specified in its Charter)

Delaware 73-0664379
Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

 73-0664379

(I.R.S. Employer

Identification No.)

One Gaylord Drive, Nashville, Tennessee
37214
(Address of Principal Executive Offices) 37214
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (615) 316-6000

Securities Registered Pursuant to Section 12(b) of the Act:

Common Stock - $.01 par value per share

Preferred Stock Purchase Rights
(Title of Class)

 

New York Stock Exchange

New York Stock Exchange

(Title of Class)(Name of Exchange on Which Registered)

Securities Registered Pursuant to Section 12(g) of the Act:

NONE

(Title of Class)

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

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

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.þx  Yeso¨  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 Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).ox  Yeso¨  No

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

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

Large accelerated Filer x  Accelerated Filer ¨
Large AcceleratedNon-accelerated Filerþ Accelerated Filero¨Non-accelerated Filero(Do  (Do not check if a smaller reporting company)  Smaller reporting companyo¨

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

The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant based on the closing price of the Common Stock on the New York Stock Exchange as of June 30, 20102011 was approximately $762,404,828$1,074,642,150 (assuming solely for this purpose that shares beneficially owned by persons other than officers or directors of the registrant, and their affiliates, are held by non-affiliates).

As of January 31, 2010,2012, there were 48,145,43748,553,994 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the 20112012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K.

 


GAYLORD ENTERTAINMENT COMPANY
2010

2011 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Page
     Page 
PART I
Item 1.

Business

   2  

Risk Factors

    910  

Unresolved Staff Comments

   20  

Properties

   20  

Legal Proceedings

   20  
Item 4.

Mine Safety Disclosures

   20  
 PART II  
Item 5. 

   21  

Selected Financial Data

   21  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   24  

Quantitative and Qualitative Disclosures About Market Risk

   4948  

Financial Statements and Supplementary Data

   5048  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

49
Item 9A.

Controls and Procedures

49
Item 9B.

Other Information

49
PART III
Item 10.

Directors, Executive Officers and Corporate Governance

   50  

Executive Compensation

   5150  
12. 51
52
52

   5250  

Certain Relationships and Related Transactions, and Director Independence

   5351  

Principal Accounting Fees and Services

   5351  
PART IV
Item 15.

Exhibits, Financial Statement Schedules

   51  
   52  
53
54
EX-10.47
EX-21
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2


PART I

Throughout this report, we refer to Gaylord Entertainment Company, together with its subsidiaries, as “we,” “us,” “our,” “Gaylord Entertainment,” “Gaylord,” or the “Company.” For each year discussed, our fiscal year ends on December 31. All of the discussion and analysis in this report should be read with, and is qualified in its entirety by, the Consolidated Financial Statements and related notes included in this Annual Report on Form 10-K.

Forward-Looking Statements

This report contains statements with respect to the Company’s beliefs and expectations of the outcomes of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties, including, without limitation, the factors set forth under the caption “Risk Factors.” Forward-looking statements include discussions regarding the Company’s operating strategy, strategic plan, hotel and attractions development strategy, industry and economic conditions, financial condition, liquidity and capital resources, and results of operations. You can identify these statements by forward-looking words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “proposes,” “projects,” and similar expressions. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve uncertainties and risks, and we cannot assure you that our plans, objectives, expectations and prospects will be achieved. Our actual results could differ materially from the results anticipated by the forward-looking statements as a result of many known and unknown factors, including, but not limited to, those contained in “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this report. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. The Company does not undertake any obligation to update or to release publicly any revisions to forward-looking statements contained in this report to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.

Item 1.Business
Item 1.Business

We believe that we are the only hospitality company whose stated primary focus is on the large group meetings and conventions sector of the lodging market. Our hospitality business includes our Gaylord branded hotels, consisting 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”), which opened in April 2008.. We also own and operate the Radisson Hotel at Opryland in Nashville, Tennessee.

Driven by our “All-in-One-Place” strategy, our award-winning Gaylord branded hotels incorporate not only high quality lodging, but also significant 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 properties provide a convenient and entertaining environment for our convention guests. In addition, our custom-tailored, all-inclusive solutions cater to the unique needs of meeting planners.

We also own and operate several attractions in Nashville, including the Grand Ole Opry, a live country music variety show that is the nation’s longest running live radio show and an icon in country music. Our local Nashville attractions provide entertainment opportunities for Nashville-area residents and visitors, including our Nashville hotel and convention guests, while adding to our destination appeal.

We were originally incorporated in 1956 and were reorganized in connection with a 1997 corporate restructuring.

Our operations are organized into three principal business segments: (i) Hospitality, which includes our hotel operations; (ii) Opry and Attractions, which includes our Grand Ole Opry assets, WSM-AM and our Nashville attractions; and (iii) Corporate and Other, which includes corporate expenses. These three business segments — Hospitality, Opry and Attractions, and Corporate and Other — represented approximately 94%93%, 6%7%, and 0%, respectively, of total revenues for 2010.

2011.

Financial information by industry segment and for each of our Gaylord hotel properties as of December 31, 20102011 and for each of the three years in the period then ended appears in Item 6, “Selected Financial Data,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the Financial Reporting by Business Segments note (Note 19)17) to our consolidated financial statements included in this Annual Report on Form 10-K.

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Strategy

Strategy
Our goal is to become the nation’s premier hotel brand primarily serving primarily the meetings and conventions sector and to enhance our business by offering vacation and entertainment opportunities to our guests and target consumers. Our Gaylord branded hotels focus on the large group meetings market in the United States. Our properties and services are designed to appeal to meeting planners who arrange these large group meetings.

“All-in-One-Place” Product Offering.Through our “All-in-One-Place” strategy, our Gaylord branded hotels incorporate meeting and exhibition space, signature guest rooms, award-winning food and beverage offerings, fitness and spa facilities and other attractions within a large hotel property so our attendees’ needs are met in one location. This strategy creates a better experience for both meeting planners and our guests, allows us to capture a greater share of their event spending, and has led to our Gaylord hotels claiming a place among the leading convention hotels in the country.

Create Customer Rotation Between Our Hotels.In order to further capitalize on our success in Nashville, we opened our Gaylord Palms hotel in January 2002, our Gaylord Texan hotel in April 2004 and our Gaylord National hotel in April 2008. We relaunchedre-launched our Gaylord Opryland hotel in November 2010 after flood-related renovations. As further described in the “Future Development” section below, we have also entered intoannounced our plans to develop a resort and convention hotel in Aurora, Colorado, and we are a party to a land purchase agreement with respect to a potential hotel development in Mesa, Arizona. We have focused the efforts of our sales force to capitalize on our expansion over the last nine years and the desires of some of our large group meeting clients to meet in different areas of the country each year, andas well as to establish relationships with new customers as we increase our geographic reach. We believe there is a significant opportunity to establish strong relationships with new customers and rotate them among our properties.

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 our WSM-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, and we believe that significant growth opportunities exist through leveraging and extending the Grand Ole Opry brand into other products and markets. As such, we have alliances in place with multiple distribution partners in an effort to foster brand extension. We are continuously exploring additional products, such as television specials and retail products, through which we can capitalize on our brand affinity and awareness. We believe that licensing our brand for products may provide an opportunity to increase revenues and cash flow with relatively little capital investment.

Industry Description

According to the 2008February 2011 study, “The Economic Significance of Meetings Market Reportto the U.S. Economy,” conducted by PriceWaterhouseCoopers and published byMeetings the Convention Industry Council, in 2009, the meetings industry generated approximately $263 billion in direct spending. Of this amount, approximately $62 billion was spent on accommodations and Conventionsmagazine,the large group meetings market annually generates approximately $104 billion of revenues for the companies that provide services to it.Tradeshow WeekCustom Research estimates that the convention hotel industry generates approximately $17.8 billion of these revenues.food and beverage. These revenues include event producer total gross sales (which include exhibitor and sponsor expenditures) and attendee “economic impact” (which includes spending on lodging, meals, entertainment and in-city transportation), not all of which we capture. The conventionAn additional approximate $150 billion was spent on meetings and other commodities, which include event producer total gross sales (which include exhibitor and sponsor expenditures) and venue rentals. Convention hotels that attract theselarger group meetings typically have more than 1,000 guest rooms and, on average, contain approximately 125,000 square feet of exhibit space and approximately 45 meeting rooms.

According to the 2008 Meetings Market Reportsame study published byMeetings & Conventionsmagazine, the Convention Industry Council, the group meetings market iswas comprised of approximately 1.31.8 million events annually,in 2009, of which approximately 80% are71% were corporate meetings and approximately 20% are association meetings or conventions. Over29% were conventions, trade shows, incentive and other meetings. Of the 100 largest hotels with meeting space, as tracked by Smith Travel Research, over half of the venues hosting these eventshotels contain more than 150,000over 130,000 square feet of meeting and exhibit or meeting space, withspace. Conversely, only approximately 10% containing over4% of these properties feature 500,000 square feet.feet or more to host the nation’s largest groups. Examples of industries participating in theselarger meetings include health care, home furnishings, computers, sporting goods and recreation, education, building and construction, industrial, agriculture, food and beverage, boats and automotive. Conventions and association-sponsored events, which draw a large number of attendees requiring extensive meeting space and room availability, account for over half of total group spending and economic impact. Because groups, associations and trade shows generally select their sites 2two to 6six years in advance, thereby increasing earnings visibility, and our group customers enter into contracts that provide for minimum spending on stays and cancellation and attrition fees, we believe the convention hotel segment of the lodging industry is more predictable than the general lodging industry.

We believe that a number of factors contribute to the success of a convention center hotel, including the following: the availability of sufficient meeting and exhibit space to satisfy large group users; the availability of rooms at competitive prices; access to quality entertainment and food and beverage venues; destination appeal; appropriate regional professional and consumer demographics; adequate loading docks, storage facilities and security; ease of site access via air and ground transportation; and the quality of service provided by hotel staff and event coordinators. The ability to offer as many as possible of these elements within close proximity of

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each other is important in order to reduce the organizational and logistical planning efforts of the meeting planner. The meeting planner, who acts as an intermediary between the hotel event coordinator and the group scheduling the event, is typically a convention hotel’s direct customer. Effective interaction and coordination with meeting planners is key to booking events and generating repeat customers.

Based on our information and information and data obtained from theTradeshow Week Major Exhibit Hall Directory 2009,Smith Travel Research, the largest hotel exhibit halls (ranked by total square feethotels within the United States with the greatest levels of total exhibit and meeting space)space as of January 2012 are as follows:

                   
    Total      Total  Total 
    Exhibit      Meeting  Exhibit and 
    Space  Meeting  Space  Meeting Space 
Facility Location (sq. ft.)  Rooms  (sq. ft.)  (sq. ft.) 
Las Vegas Sands MEGACENTER Las Vegas, NV  1,125,600   293   400,378   1,525,978 
Mandalay Bay Resort & Casino Las Vegas, NV  934,731   121   360,924   1,295,655 
MGM Grand Hotel & Casino Las Vegas, NV  320,000   75   600,000   600,000*
Gaylord Opryland Resort & Convention Center Nashville, TN  263,772   111   325,000   588,772 
Gaylord National Resort & Convention Center National Harbor, MD  180,000   82   470,000   470,000*
Orlando World Center Marriott Orlando, FL  450,000   73   450,000   450,000*
Rosen Shingle Creek Orlando, FL  445,000   99   445,000   445,000*
Gaylord Texan Resort & Convention Center Grapevine, TX  400,000   70   400,000   400,000*
Gaylord Palms Resort & Convention Center Kissimmee, FL  400,000   76   200,000   400,000*
Hilton Anatole Hotel Dallas, TX  231,103   77   344,638   344,638*
Walt Disney World Swan and Dolphin Resort Lake Buena Vista, FL  329,000   84   248,655   329,000*
Caesars Palace Las Vegas, NV  300,000   110   300,000   300,000*
Grand Sierra Resort & Casino Reno, NV  190,000   40   110,000   300,000 
The Westin Diplomat Resort & Spa Hollywood, FL  209,000   39   60,000   269,000 
Sheraton Dallas Dallas, TX  230,000   67   99,000   230,000*
Disney’s Coronado Springs Resort Lake Buena Vista, FL  220,000   45   220,000   220,000*
*Exhibit Space square footage is also included in the calculation of Meeting Space square footage.

Facility

  

Location

  Hotel
Rooms
   Total
Exhibit and
Meeting
Space (sq.
ft.)
 

Venetian Resort & Casino

  Las Vegas, NV   4,049     2,250,000  

Mandalay Bay Resort & Casino

  Las Vegas, NV   4,332     1,295,655  

Gaylord Opryland Resort & Convention Center

  Nashville, TN   2,882     640,000  

MGM Grand Hotel & Casino

  Las Vegas, NV   5,044     600,000  

Gaylord National Resort & Convention Center

  National Harbor, MD   1,996     470,000  

Marriott Orlando World Center

  Orlando, FL   2,000     450,000  

Rosen Shingle Creek

  Orlando, FL   1,500     445,000  

Gaylord Texan Resort & Convention Center

  Grapevine, TX   1,511     400,000  

Gaylord Palms Resort & Convention Center

  Kissimmee, FL   1,406     400,000  

Hilton Anatole Hotel

  Dallas, TX   1,608     344,638  

Walt Disney World Swan and Dolphin Resort

  Lake Buena Vista, FL   758     329,000  

Caesars Palace

  Las Vegas, NV   4,016     300,000  

The Peabody Orlando

  Orlando, FL   1,641     300,000  

The Westin Diplomat Resort & Spa

  Hollywood, FL   1,058     269,000  

Sheraton Dallas

  Dallas, TX   1,840     230,000  

Disney’s Coronado Springs Resort

  Lake Buena Vista, FL   1,921     220,000  

Grand Sierra Resort & Casino

  Reno, NV   2,001     200,000  

Gaylord Hotels — Strategic Plan

Our goal is to become the nation’s premier brand in the meetings and convention sector. To accomplish this, our business strategy is to develop resorts and convention centers in desirable event destinations that are designed based in large part on the needs of meeting planners and attendees. Using the slogan “All-in-One-Place,” our hotels incorporate meeting, convention and exhibition space with a large hotel property so the attendees never have to leave the location during their meetings. This concept of a self-contained destination dedicated primarily to the meetings industry has placed our Gaylord hotels among the leading convention hotels in the country. In addition to operating Gaylord Opryland, we opened the Gaylord Palms in January 2002, the Gaylord Texan in April 2004 and the Gaylord National in April 2008. We believe that our hotels will enable us to capture additional convention business from groups that currently utilize one of our hotels but must rotate their meetings to other locations due to their attendees’ desires to visit different areas. In addition to our group meetings strategy, we are also focused on improving leisure demand in our hotels through special events (Country Christmas, DreamWorks experiences, proposed water and snow park, summer-themed events, etc.), social media strategies, and unique content and entertainment partnerships.

Gaylord Opryland Resort and Convention Center — Nashville, Tennessee.Gaylord Opryland is one of the leading convention destinations in the United States based upon number of rooms, exhibit space and conventions held. Designed with lavish gardens and expansive atrium areas, the resort is situated on approximately 172 acres in the Opryland complex. Gaylord Opryland is one of the

largest hotels in the United States in terms of number of guest rooms. Gaylord Opryland has a number of themed restaurants, retail outlets, and a full-service spa with 27,000 square feet of dedicated space and 12 treatment rooms. It also serves as a destination resort for vacationers due to its proximity to the Grand Ole Opry, the General Jackson Showboat, the Gaylord Springs Golf Links (Gaylord’s 18-hole championship golf course), and other attractions in the Nashville area. Gaylord Opryland has 2,8812,882 signature guest rooms, four ballrooms with approximately 127,000 square feet, 111 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 600,000640,000 square feet. Gaylord Opryland has been recognized by many industry and commercial publications,

4


receivingSuccessful Meetingsmagazine’s Pinnacle Award in 2007, 2008, 2010 and 2010,2011, as well asMeeting & Convention’sGold Key and Gold Platter Awards for 2007, 2008, 2009 and 2010. Gaylord Opryland was successfully reopened in November 2010 after flood-related renovations.
every year since 1993.

Gaylord Palms Resort and Convention Center — Kissimmee, Florida.Gaylord Palms has 1,406 signature guest rooms, three ballrooms with approximately 76,000 square feet, 76 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 400,000 square feet. The resort is situated on a 65-acre site in Osceola County, Florida and is approximately a five minute drive from the main gate of the Walt Disney World® Resort complex. Gaylord Palms has a number of themed restaurants, retail outlets and a full-service spa, with 20,000 square feet of dedicated space and 25 treatment rooms. A new resort pool is currently under construction and is scheduled to open during the first half of 2012, and a new 2-story sports bar complex opened in February 2012. Hotel guests also have golf privileges at the world class Falcon’s Fire Golf Club, located a half-mile from the property. The Gaylord Palms is rated as a AAA Four-Diamond Hotel and has been recognized by many publications, receivingSuccessful Meetingsmagazine’s Pinnacle Award in 2007, 2008, 2009, 2010 and 20102011 andMeeting and Convention’sGold Key and Gold Platter Awards for 2007, 2008, 2009 and 2010.

every year since 2003.

Gaylord Texan Resort and Convention Center — Grapevine, Texas.Gaylord Texan is situated on approximately 85 acres and is located approximately six minutes from the Dallas/Fort Worth International Airport. The hotel features a lavish and expansive atrium, 1,511 signature guest rooms, three ballrooms with approximately 85,000 square feet, 70 banquet/meeting rooms, and total meeting, exhibit and pre-function space of approximately 400,000 square feet. The property also includes a number of themed restaurants, retail outlets and a full-service spa with 25,000 square feet of dedicated space and 12 treatment rooms. Guests also have access to the adjacent Cowboys Golf Club. In 2006, we opened the Glass Cactus entertainment complex, an approximately 39,000 square feet venue with a performance stage, dance floor, and a two-story outdoor deck, on land we own adjacent to the hotel. In 2011, we opened the Paradise Springs resort pool, a western-themed 10-acre resort pool and lazy river complex. The Gaylord Texan is rated as a AAA Four-Diamond Hotel, and it receivedSuccessful Meetingsmagazine’s Pinnacle Award in 2008, andMeeting and Convention’sGold Key Award every year since 2005 andMeeting and Convention’s Gold Platter Award in 2007, 2008, 20092010 and 2010.

2011.

Gaylord National Resort and Convention Center — Center—Prince George’s County, Maryland.Gaylord National opened in April 2008 and is situated on approximately 42 acres of land located on the Potomac River in Prince George’s County, Maryland, eight miles south of Washington, D.C. The hotel has 1,996 signature guest rooms, four ballrooms with approximately 103,000 square feet, 82 conference and breakout rooms, and total meeting, exhibit and pre-function space of approximately 470,000 square feet. The hotel complex includes an 18-story glass atrium, a 20,000 square foot spa and fitness center with 12 treatment rooms, and entertainment options such as restaurants, shops, and a two-story rooftop nightclub. The Gaylord National is rated as a AAA Four-Diamond hotel,Hotel, and it receivedSuccessful Meetings magazine’sPinnacle Award in 2011 andMeeting and Convention’sGold Key Award in 2009, 2010 and 2010.

2011.

Radisson Hotel at Opryland.We also own and operate the Radisson Hotel at Opryland, a Radisson franchise hotel, which is located across the street from Gaylord Opryland. The hotel has 303 rooms and approximately 14,000 square feet of meeting space. In March 2000, we entered into a 20-year franchise agreement with Radisson in connection with the operation of this hotel.

Future Development.In 2011, we announced our plans to develop a resort and convention hotel in Aurora, Colorado, located approximately 25 minutes from downtown Denver. The Aurora development, which is expected to feature 1,500 guest rooms and 400,000 square feet of exhibition and meeting space, will be located on 85 acres in LNR Property CPI Fund’s High Point Master Plan Development. The project is expected to cost approximately $800 million and could be funded by us, potential joint venture partners and the tax incentives that are being provided as a result of an agreement between us and the city of Aurora, and is contingent on receiving required governmental approvals, incentives, and final approval by our board of directors. We expect to break ground on construction in 2013 and expect the resort to be open for business in early 2016. At this time, we have not made any material financial commitments in connection with this development.

On September 3, 2008, we announced that we entered into a land purchase agreement with DMB Mesa Proving Grounds LLC, an affiliate of DMB Associates, Inc. (“DMB”), to create a resort and convention hotel at the Mesa Proving Grounds in Mesa, Arizona, which is located approximately 30 miles from downtown Phoenix. The DMB development is planned to host an urban environment that features a Gaylord resort property, a retail development, a golf course, office space, residential offerings and significant other

mixed-use components. Gaylord’s purchase agreement includes the purchase of 100 acres of real estate within the 3,200-acre Mesa Proving Grounds. The Gaylord project is contingent on the finalization of entitlements and incentives and final approval by Gaylord’s Board of Directors. We made an initial deposit of a portion of the land purchase price upon execution of the agreement with DMB, and additional deposit amounts are due upon the occurrence of various development milestones, including required governmental approvals of the entitlements and incentives. These deposits are refundable to us upon a termination of the agreement with DMB during a specified due diligence period, except in the event of a breach of the agreement by us. The timing of this development is uncertain, and we have not made any financing plans or, except as described above, made any commitments in connection with the proposed development.

In January 2012, we announced that we had entered into a memorandum of understanding for a 50/50 joint venture with the Dollywood Company to develop a family entertainment zone adjacent to the Gaylord Opryland Resort & Convention Center on land that we currently own. The Dollywood Company will operate the park, and we will contribute both land and cash to represent our 50 percent share of the venture. Phase one of the project is a yet unnamed approximately $50 million water and snow park, which we believe will be the first of its kind in the U.S. An early 2013 groundbreaking date is expected with the park opening slated for summer 2014. The project is contingent upon finalizing agreements with governmental authorities pertaining to the construction of the necessary infrastructure and other contingencies.

We are also considering expansions at Gaylord Texan and Gaylord Palms, as well as other potential hotel sites throughout the country. In addition, we are reevaluating our prior considerations regarding a possible expansion at Gaylord Opryland. We have made no commitments to construct expansions of our current facilities or to build new facilities. We are closely monitoring the condition of the economy and the availability of attractive financing. We are unable to predict at this time when we might make such commitments or commence construction of these proposed expansion projects.

5


Opry and Attractions

The Grand Ole Opry.The Grand Ole Opry, which celebrated its 8586th anniversary in 2010,2011, is one of the most widely known platforms for country music in the world. The Opry features a live country music show with performances every Friday and Saturday night, as well as additional weekly performances on a seasonal basis. The Opry House, home of the Grand Ole Opry, seats approximately 4,400 and is located in the Opryland complex. The Grand Ole Opry moved to the Opry House in 1974 from its most famous home in the Ryman Auditorium in downtown Nashville. Each week, the Grand Ole Opry is broadcast live to millions of country lifestyle consumers on radio via WSM-AM and Sirius/XM Radio and streamed on the Internet. The Grand Ole Opry is also broadcast on television via the Great American Country network and CMT-Canada.network. The show has been broadcast since 1925 on WSM-AM, making it the longest running live radio program in the United States. In addition to performances by its members, the Grand Ole Opry presents performances by many other country music artists.

Ryman Auditorium.The Ryman Auditorium, which was built in 1892 and seats approximately 2,300, is designated as a National Historic Landmark. The former home of the Grand Ole Opry, the Ryman Auditorium was renovated and re-opened in 1994 for concerts and musical productions. The Grand Ole Opry returns to the Ryman Auditorium periodically, most recently from November 20102011 to January 2011.2012. The Ryman Auditorium has been nominated for “Theatre of the Year” by Pollstar Concert Industry Awards from 2003 to 2010,2011, winning the award in 2003, 2004, 2010 and 2010,2011, and was named the 2009 Venue of the Year by the Academy of Country Music.

Music in 2009 and 2011.

The General Jackson Showboat.We operate the General Jackson Showboat, a 300-foot, four-deck paddle wheel showboat, on the Cumberland River, which flows past the Gaylord Opryland complex in Nashville. Its Victorian Theatre can seat 600 people for banquets and 1,000 people for theater-style presentations. The showboat stages Broadway-style shows and other theatrical productions. The General Jackson is one of many sources of entertainment that Gaylord makes available to conventions held at Gaylord Opryland. During the day, it operates cruises, primarily serving tourists visiting the Gaylord Opryland complex and the Nashville area.

Gaylord Springs Golf Links.Home to a Senior PGA Tour event from 1994 to 2003 and minutes from Gaylord Opryland, the Gaylord Springs Golf Links was designed by former U.S. Open and PGA Champion Larry Nelson. The 40,000 square-foot antebellum-style clubhouse offers meeting space for up to 500 guests.

The Wildhorse Saloon.Since 1994, we have owned and operated the Wildhorse Saloon, a country music performance venue on historic Second Avenue in downtown Nashville. The three-story facility includes a dance floor of approximately 2,000 square feet, as well as a restaurant and banquet facility that can accommodate up to 2,000 guests.

WSM-AM.WSM-AM commenced broadcasting in 1925. The involvement of Gaylord’s predecessors with country music dates back to the creation of the radio program that became The Grand Ole Opry, which has been broadcast live on WSM-AM since 1925. WSM-AM is broadcast from the Gaylord Opryland complex in Nashville and has a country music format. WSM-AM is one of the nation’s “clear channel” stations, meaning that no other station in a 750-mile radius uses the same frequency for night time broadcasts. As a result, the station’s signal, transmitted by a 50,000 watt transmitter, can be heard at night in much of the United States and parts of Canada.

Corporate and Other

Corporate and Other includes operating and selling, general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses, and formerly included our ownership interests in certain investments described below under Item 6, “Selected Financial Data”.

6

Data.”


Employees

Employees
As of December 31, 2010,2011, we had approximately 6,6346,680 full-time and 3,0833,683 part-time and temporary employees. Of these, approximately 6,0166,057 full-time and 2,5453,143 part-time employees were employed in Hospitality; approximately 304298 full-time and 538 part-time employees were employed in Opry and Attractions; and approximately 314325 full-time and 02 part-time employees were employed in Corporate and Other. We believe our relations with our employees are good.

As of December 31, 2010,2011, approximately 1,5041,400 employees at Gaylord National were represented by labor unions and are working pursuant to the terms of the collective bargaining agreements which have been negotiated with the four unions representing these employees.

Competition

Hospitality

The Gaylord Hotel properties compete with numerous other hotels throughout the United States and abroad, particularly the approximately 100 convention hotels that, on average, have over 1,000 rooms and a significant amount of meeting and exhibit space. Many of these hotels are operated by companies with greater financial, marketing and human resources than the Company. We believe that competition among convention hotels is based on, among other things: (i) the hotel’s reputation, (ii) the quality of the hotel’s facility, (iii) the quality and scope of a hotel’s meeting and convention facilities and services, (iv) the desirability of a hotel’s location, (v) travel distance to a hotel for meeting attendees, (vi) a hotel facility’s accessibility to a recognized airport, (vii) the amount of entertainment and recreational options available in and in the vicinity of the hotel, (viii) service levels at the hotel, and (ix) price. Our hotels also compete against municipal convention centers. These include the largest convention centers (e.g., Orlando, Chicago and Atlanta) as well as, for Gaylord Opryland, mid-size convention centers (between 100,000 and 500,000 square feet of meeting space located in second-tier cities).

The hotel business is management and marketing intensive. The Gaylord Hotels compete with other hotels throughout the United States for high quality management and marketing personnel. There can be no assurance that our hotels will be able to attract and retain employees with the requisite managerial and marketing skills.

Opry and Attractions

The Grand Ole Opry and our other attractions businesses compete with all other forms of entertainment and recreational activities. The success of the Opry and Attractions group is dependent upon certain factors beyond our control, including economic conditions, the amount of available leisure time, transportation cost, public taste and weather conditions. Our radio station competes with numerous other types of entertainment businesses, and success is often dependent on taste and fashion, which may fluctuate from time to time.

Seasonality

Portions of our business are seasonal in nature. Our group convention business is subject to reduced levels of demand during the year-end holiday periods. Although we typically attempt to attract general tourism guests by offering special events and attractions during these periods, there can be no assurance that our hotels can successfully operate such events and attractions or that we will attract enough general tourism guests during this period to offset the decreased group convention business.

Regulation and Legislation

Hospitality

Our hotels are subject to certain federal, state, and local governmental laws and regulations including, without limitation, labor regulations, health and safety laws and environmental regulations applicable to hotel and restaurant operations. The hotels are also subject to the requirements of the Americans with Disabilities Act and similar state laws, as well as regulations pursuant thereto. We believe that we are in substantial compliance with such regulations. In addition, the sale of alcoholic beverages by a hotel requires a license and is subject to regulation by the applicable state and local authorities. The agencies involved have the power to limit, condition, suspend or revoke any such license, and any disciplinary action or revocation could have an adverse effect upon the results of operations of our Hospitality segment.

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Opry and Attractions

WSM-AM is subject to regulation under the Communications Act of 1934, as amended. Under the Communications Act, the Federal Communications Commission, or FCC, among other things, assigns frequency bands for broadcasting; determines the frequencies, location, and signal strength of stations; issues, renews, revokes, and modifies station licenses; regulates equipment used by stations; and adopts and implements regulations and policies that directly or indirectly affect the ownership, operation, and other practices of broadcasting stations. Licenses issued for radio stations have terms of eight years. Radio broadcast licenses are renewable upon application to the FCC and in the past have been renewed except in rare cases. Competing applications will not be accepted at the time of license renewal, and will not be entertained at all unless the FCC first concludes that renewal of the license would not serve the public interest. A station will be entitled to renewal in the absence of serious violations of the Communications Act or FCC regulations or other violations which constitute a pattern of abuse. WMS-AM’s current radio station license will expire in August 2012; however, we are not aware of any reason why WSM-AM’s radio station license should not be renewed.

In addition, our Nashville area attractions are also subject to the requirements of the Americans with Disabilities Act and similar state laws, as well as the laws and regulatory activities associated with the sale of alcoholic beverages described above.

Additional Information

Our web site address is www.gaylordentertainment.com. Please note that our web site address is provided as an inactive textual reference only. We make available free of charge through our web site the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information provided on our web site is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

The public may also read and copy these materials at the SEC’s public reference room located at 100 F. Street, N.E., Washington, D.C. 20549 or on their website at www.sec.gov. Questions regarding the operation of the public reference room may be directed to the SEC at 1-800-732-0330.

Executive Officers of the Registrant

The following table sets forth certain information regarding the executive officers of the Company as of December 31, 2010.2011. All officers serve at the discretion of the Board of Directors (subject to, in the case of officers who have entered into employment agreements with the Company, the terms of such employment agreements).

NAME

AGE   

POSITION

Colin V. Reed

   
NAMEAGEPOSITION
Colin V. Reed6364    Chairman of the Board of Directors and Chief Executive Officer

David C. Kloeppel

   4142    President and Chief Operating Officer

Carter R. Todd

   5354    Executive Vice President, General Counsel and Secretary

Mark Fioravanti

   4950    SeniorExecutive Vice President and Chief Financial Officer

Rod Connor

   5859    Senior Vice President and Chief Administrative Officer

Richard A. Maradik

   4243    Senior Vice President and Chief Marketing Officer

The following is additional information with respect to the above-named executive officers.

Colin V. Reedhas served as Chief Executive Officer and a director of the Company since April 2001, and Mr. Reed was also elected Chairman of the Board of Directors of the Company in May 2005. Until November 2008, Mr. Reed also served as President of the Company. Prior to joining the Company, Mr. Reed had served as a member of the three-executive Office of the President of Harrah’s Entertainment, Inc. since May 1999, and he had served as Harrah’s Chief Financial Officer since April 1997. Mr. Reed also was a director of Harrah’s from 1998 to May 2001. Mr. Reed served in a variety of other management positions with Harrah’s and its predecessor, Holiday Corp., since 1977. As part of his duties at Harrah’s, Mr. Reed served as a director and Chairman of the Board of JCC Holding Company, an entity in which Harrah’s held a minority interest. On January 4, 2001, JCC Holding Company filed a petition for reorganization relief under Chapter 11 of the United States Bankruptcy Code. Mr. Reed is a director of First Horizon National Corporation.

David C. Kloeppelis the Company’s President and Chief Operating Officer. Prior to June 2009, Mr. Kloeppel served as President and Chief Financial Officer of the Company and prior to November 2008, he served as Executive Vice President and Chief Financial Officer of the Company. Prior to joining the Company in September of 2001, Mr. Kloeppel worked in the Mergers and Acquisitions Department

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at Deutsche Bank in New York, where he was responsible for that department’s activities in the lodging, leisure and real estate sectors. Mr. Kloeppel earned an MBA from Vanderbilt University’s Owen Graduate School of Management, graduating with highest honors. He received his bachelor of science degree from Vanderbilt University, majoring in economics.

Carter R. Toddis the Company’s Executive Vice President, General Counsel and Secretary. Prior to November 2008, Mr. Todd served as Senior Vice President, General Counsel and Secretary since he joined Gaylord Entertainment Company in July 2001. Prior to that time, he was a Corporate and Securities partner in the Nashville office of the regional law firm Baker, Donelson, Bearman & Caldwell. Mr. Todd has practiced law in Nashville since 1982 and is a graduate of Vanderbilt University School of Law and Davidson College.

Mark Fioravantiis SeniorExecutive Vice President and Chief Financial Officer of the Company. Until June 2009, Mr. Fioravanti served as Senior Vice President of Finance and Treasurer of the Company, a position he had held since June 2007. Prior to such time, Mr. Fioravanti had served as Executive Vice President of the Company and President of ResortQuest International since March 2004. From August 2002 to March 2004, Mr. Fioravanti was the Company’s Senior Vice President of Marketing. Prior to joining the Company in August 2002, Mr. Fioravanti spent nine years in a variety of roles with casino operator Harrah’s Entertainment, Inc., where he was most recently Vice President of Finance and Administration of Harrah’s New Orleans. Mr. Fioravanti graduated from The Ohio State University, where he earned his B.S. degree. He also holds an MBA from the University of Tennessee.

Rod Connoris the Senior Vice President and Chief Administrative Officer of the Company, a position he has held since September 2003. From January 2002 to September 2003, he was Senior Vice President of Risk Management and Administration. From December 1997 to January 2002, Mr. Connor was Senior Vice President and Chief Administrative Officer. From February 1995 to December 1997, he was the Vice President and Corporate Controller of the Company. Mr. Connor has been an employee of the Company for over 3839 years. Mr. Connor, who is a certified public accountant, has a B.S. degree in accounting from the University of Tennessee.

Richard A. Maradikis the Senior Vice President and Chief Marketing Officer of the Company, a position he has held since November 2008. From February 2006, when he joined the Company, until November 2008, Mr. Maradik was the Company’s Senior Vice President and Chief Information Officer. Previously, Mr. Maradik worked for Acxiom Corporation, overseeing the 2005 integration of

SmartDM, Inc., a company which Mr. Maradik co-founded in 1995 and for which he served as chief executive officer. Mr. Maradik earned his Bachelor of Arts degree in English from Vanderbilt University in 1991.

On February 2, 2012, Mr. Maradik notified the Company of his resignation, effective March 1, 2012, to pursue other opportunities.

Item 1A.Risk Factors

You should carefully consider the following specific risk factors as well as the other information contained or incorporated by reference in this Annual Report on Form 10-K as these are important factors, among others, that could cause our actual results to differ from our expected or historical results. It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement of all our potential risks or uncertainties. Some statements in the “Business” section and elsewhere in this Annual Report on Form 10-K are “forward-looking statements” and are qualified by the cautionary language regarding such statements. See “Forward-Looking Statements” above.

Our concentration in the hospitality industry, and in particular the large group meetings sector of the hospitality industry, exposes us to certain risks outside of our control.

Recent recessionary

Recessionary conditions in the national economy have resulted in economic pressures on the hospitality industry generally, and on our operations and expansion plans. In portions of 2008 and the first half of 2009, we experienced declines in hotel occupancy, weakness in future bookings by our core large group customers, lower spending levels by groups, increased cancellation levels and increased attrition levels, which represents groups not fulfilling the minimum number of room nights originally contracted for. In recent quarters,2010 and 2011, we have begunbegan to see stabilization in our industry and specifically in our business. WeIn 2010 and 2011, we have seen increases in group travel as compared to the 2009 levels, as well as growth in outside-the-room revenue, indicating that not only are our group customers beginning to travel again, they are spending more on food and beverage and entertainment when they reachduring their stay at our properties. Our attrition and cancellation levels have also decreased compared to 2009 levels. As a result of the higher levels of group business, we have experienced an increase in

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occupancy in recent quarters. In 2010 and 2011. Although we continue to see pressure on rates for bookings that will travel in the shorter-term, we have experienced improved rates on bookings in future years, as well as improvements in pricing for those bookings.years. While we continue to focus our sales and marketing efforts on booking rooms in 2011,2012, in addition to later years, there can be no assurance that we can achieve further improvements in occupancy and revenue levels. In addition, our cost containment efforts at the property and corporate levels may not be successful. In particular, many of our expenses are relatively fixed (such as personnel costs, interest, rent, property taxes, insurance and utilities) and we may be unable to reduce these costs significantly or rapidly if demand for our hotel and convention business decreases. Further, we have reduced capital expenditure commitments and have delayed decisions on our proposed expansions of our existing Gaylord hotels, which have delayed our future growth. We cannot predict when or if hospitality demand and spending will return to historical levels, but we anticipate that our future financial results and growth will be harmed if the economy does not continue to improve or becomes worse.

Our hotel and convention business is subject to significant market risks.

Our ability to continue to successfully operate our hotel and convention business is subject to factors beyond our control which could reduce the revenue and operating income of these properties. These factors include:

the desirability and perceived attractiveness of the Nashville, Tennessee; Orlando, Florida; Dallas, Texas; and Washington D.C. areas as tourist and convention destinations;

adverse changes in the national economy and in the levels of tourism and convention business that are affecting our hotels;

our ability to continue to attract group convention business, which, continueswhile improving, remains below the historical peak set prior to be weaker than historical levels;2008;

our ability to contract for and collect attrition and cancellation fees from groups that do not fulfill minimum stay or spending requirements;

the opening of other new hotels could impact our group convention business at our existing hotel properties;

the highly competitive nature of the hotel, tourism and convention businesses in which the Gaylord Opryland, the Gaylord Palms, the Gaylord Texan and the Gaylord National operate;

the susceptibility of our group convention business to reduced levels of demand during the year-end holiday periods, which we may not be able to offset by attracting sufficient general tourism guests;

the financial condition of the airline and other transportation-related industries and the resulting impact on travel; and

organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business.

The successful implementation of our business strategy depends on our ability to generate cash flows from our existing operations and other factors.

Our business strategy focuses on the development of resort and convention center hotels in selected locations in the United States and on our attractions properties, including the Grand Ole Opry, which are focused primarily on the country music genre. The success of our future operating results depends on our ability to implement our business strategy by successfully operating the Gaylord Opryland, the Gaylord Palms, the Gaylord Texan and the Gaylord National, and by further utilizing our attractions assets. Our ability to do this depends upon many factors, some of which are beyond our control.

These include:

our ability to generate cash flows from existing operations;

our ability to hire and retain hotel management, catering and convention-related staff for our hotels;

our ability to capitalize on the strong brand recognition of certain of our Opry and Attractions assets; and

the continued popularity and demand for country music.

If we are unable to successfully implement the business strategies described above, our cash flows and net income may be reduced.

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Unanticipated costs of hotels we open in new markets may reduce our operating income.

As part of our growth plans, we may open or acquire new hotels in geographic areas in which we have little or no operating experience and in which potential customers may not be familiar with our business. As a result, we may have to incur costs relating to the opening, operation and promotion of those new hotel properties that are substantially greater than those incurred in other areas. Even though we may incur substantial additional costs with these new hotel properties, they may attract fewer customers than our existing hotels. As a result, the results of operations at new hotel properties may be inferior to those of our existing hotels. The new hotels may even operate at a loss. Even if we are able to attract enough customers to our new hotel properties to operate them at a profit, it is possible that those customers could simply be moving future meetings or conventions from our existing hotel properties to our new hotel properties. Thus, the opening of a new hotel property could reduce the revenue of our existing hotel properties and could adversely affect our financial condition and cash flows.

Our hotel developments, including our potential projectprojects in Aurora, Colorado and Mesa, Arizona, and our other projects, are subject to financing, timing, budgeting and other risks.

We intend to develop additional hotel properties and expand existing hotel properties and add amenities and attractions as suitable opportunities arise, taking into consideration the general economic climate. New project development has a number of risks, including risks associated with:

construction delays or cost overruns that may increase project costs;

construction defects or noncompliance with construction specifications;

receipt of zoning, occupancy and other required governmental permits and authorizations;

receipt of governmental funding and/or incentives;

other risks of construction described below;

development costs incurred for projects that are not pursued to completion;

so-called acts of God such as earthquakes, hurricanes, floods or fires that could delay the development of a project;

adoption of state or local laws that negatively impact the tourism industry;

risks associated with joint ventures or alliances or other potential transaction structures we may enter into in connection with development projects;

the availability and cost of capital, which is expected to be unfavorable until general economic conditions improve in the U.S.; and

governmental restrictions on the nature or size of a project or timing of completion.

Our development projects may not be completed on time or within budget.

There are significant risks associated with our future construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned projects.

Our future construction projects, including our planned projectprojects in Aurora, Colorado and Mesa, Arizona, as well as the possible expansions of Gaylord Opryland, Gaylord Palms, and Gaylord Texan, entail significant risks. We also plan to participate in a new joint venture to construct a snow and water park near Gaylord Opryland, which will be subject to the following construction risks. Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities, construction defects or non-compliance with construction specification, could increase the total cost, delay, jeopardize or prevent the construction or opening of such projects or otherwise affect the design and features of Gaylord Opryland, Gaylord Palms, and Gaylord Texan or other projects. In addition, we will be required to obtain financing for development projects and to use cash flow from operations for development and construction. We may seek additional debt or equity financing for development and construction projects, and we may enter into joint ventures or alliances with one or more third parties. We have no financing plans for projects, and we do not know if any needed financing will be available on favorable terms.

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We may be unable to successfully complete acquisitions.

As part of our growth strategy, we may attempt to acquire other convention hotels or otherwise engage in acquisitions, either alone or through joint ventures or alliances with one or more third parties. We may be unable to find or consummate future acquisitions at acceptable prices and terms or, if we are able to find favorable acquisition targets, we may not be able to obtain financing on acceptable terms.terms or secure beneficial joint ventures or alliances. We continue to evaluate potential acquisition opportunities in the ordinary course of business, including those that could be material in size and scope. Acquisitions involve a number of special risks and factors, including:

the possible diversion of our management’s attention from other business concerns;

the potential inability to successfully pursue some or all of the anticipated revenue opportunities associated with the acquisitions;

the possible loss of the acquired business’s key employees;

the potential inability to achieve expected operating efficiencies in the acquired business’s operations;

the increased complexity and diversity of our operations after acquisitions compared to our prior operations;

the impact on our internal controls and compliance with the regulatory requirements under the Sarbanes-Oxley Act of 2002; and

unanticipated problems, expenses or liabilities, including contingent liabilities assumed through an acquisition.

If we fail to integrate acquired businesses successfully and/or fail to realize the intended benefits of acquisitions, our results of operations could be materially and adversely affected. In addition, acquisitions may result in a substantial goodwill asset, which will be subject to an annual impairment analysis. If this goodwill were to be impaired in the future, it could have a significant negative impact on our results of operations.

The flood damage and rebuilding of Gaylord Opryland pose risks to us and our financial condition.
In May 2010, as previously announced, Gaylord Opryland suffered severe flood damage as a result of flooding in Davidson County, Tennessee, and the hotel was closed until November 15, 2010. Therefore, the financial results of Gaylord Opryland and the Company were negatively affected for the second, third and fourth quarters of 2010, as well as, to a much lesser extent, the first quarter of 2011. We carried insurance associated with flood damage with an aggregate limit of $50 million and incurred significant revenue losses and costs associated with the hotel closure and the rebuilding effort, which, in the aggregate, have exceeded the coverage under our insurance policies. In addition, we have been subject to risks inherent in the construction and reopening process, including the risk of fluctuations in the costs of materials and labor and diversion of management time and attention. We have disclosed amounts spent and amounts projected to be spent in connection with the rebuilding effort, but there can be no assurance that additional expenses will not be incurred. Other associated effects of the hotel closure may be the loss of experienced employees, the loss of customer goodwill, uncertainty of future hotel bookings and other negative factors yet to be determined. Effective August 19, 2010, we increased our per occurrence flood insurance to $150 million.

Our real estate investments are subject to numerous risks.

Because we own hotels and attractions properties, we are subject to the risks that generally relate to investments in real property. Real estate values are expected to be depressed until general economic conditions improve. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, as well as the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate properties. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, governments can, under eminent domain laws, take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have a material adverse impact on our results of operations or financial condition. In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly. If our properties do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be reduced.

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Our substantial debt could reduce our cash flow and limit our business activities.

We currently have a significant amount of debt. As of December 31, 2010,2011, we had $1,159.2 million$1.1 billion of total debt and stockholders’ equity of $1,029.8 million.

$1.0 billion.

Our substantial amount of debt could have important consequences. For example, it could:

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future capital expenditures, working capital and other general corporate requirements;

limit our flexibility in planning for, or reacting to, changes in our business and the hospitality industry, which may place us at a competitive disadvantage compared with competitors that are less leveraged;

limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity; and

limit our ability to obtain additional financing for various projects, including possible expansions of our existing properties and acquisitions of additional properties.

In addition, the terms of our senior credit facility and the indenture governing our 6.75% senior notes allow us to incur substantial amounts of additional debt subject to certain limitations. Any such additional debt could increase the risks associated with our substantial leverage. Although our earnings were sufficient to cover fixed charges in 2009 and 2011, our substantial leverage is evidenced by our earnings being insufficient to cover fixed charges by $130.4 million in 2010 and $8.4 million in 2008.2010. At the time any principal amount of our indebtedness is due, we may not have cash available to pay this amount, and we may not be able to refinance our indebtedness on favorable terms, or at all. We may incur additional debt in connection with our potential expansions of Gaylord Opryland, Gaylord Palms and/or Gaylord Texan or any additional hotel development.

We will be required to refinance our $925 million senior secured credit facility by July 2012,before it matures in 2015 and may be required to refinance our 6.75% senior notes and 3.75% convertible senior notes before they mature in 2014, and there is no assurance that we will be able to refinance our credit facilitydebt on acceptable terms.

The revolving loan, letters of credit and term loan under our $925 million senior secured credit facility mature on July 25, 2012.August 1, 2015. Prior to this date, we will be required to refinance ourthis credit facility in order to finance our ongoing capital needs. Our outstanding 6.75% senior notes and 3.75% convertible senior notes mature on November 15, 2014 and October 1, 2014, respectively. On or before the maturity date, we may or may not have cash available to pay amounts due, and we may be required to refinance the notes. Our ability to refinance ourthe $925 million credit facility and our outstanding 6.75% senior notes and 3.75% convertible senior notes on acceptable terms will be dependent upon a number of factors, including our degree of leverage, the value of our assets, borrowing restrictions which may be imposed by lenders and conditions in the credit markets at the time we refinance. The availability of funds for new investments and improvement of existing hotels depends in large measure on capital markets and liquidity factors over which we can exert little control. There is no assurance that we will be able to obtain additional financing on acceptable terms.

The agreements governing our debt, including our senior credit facility, our 6.75% senior notes and our 3.75% convertible senior notes, contain various covenants that limit our discretion in the operation of our business and could lead to acceleration of debt.

Our existing financial agreements, including our senior credit facility and the indentures governing our 6.75% senior notes, impose, and future financing agreements are likely to impose, operating and financial restrictions on our activities. Our senior credit facility requires us to comply with or maintain certain financial tests and ratios, including minimum consolidated net worth, minimum interest coverage ratio and maximum leverage ratios, and our senior credit facility and the indenture governing our 6.75% senior notes limit or prohibit our ability to, among other things:

incur additional debt and issue preferred stock;

create liens;

redeem and/or prepay certain debt;

pay dividends on our stock to our stockholders or repurchase our stock or other equity interests;

make certain investments;

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enter new lines of business;

engage in consolidations, mergers and acquisitions;

make certain capital expenditures; and

pay dividends and make other distributions from our subsidiaries to us.

In addition, the indenture governing our 3.75% convertible senior notes restricts mergers under specified circumstances, may require us to offer to purchase the convertible notes from the holders upon the occurrence of specified “fundamental changes,” and may require adjustments in the conversion ratio for the convertible notes as a result of specified “make-whole fundamental changes.” These restrictions on our ability to operate our business could seriously harm our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

We are a holding company and depend upon our subsidiaries’ cash flow to meet our debt service obligations.

We are a holding company, and we conduct the majority of our operations through our subsidiaries. As a result, our ability to meet our debt service obligations, including our obligations under our senior notes and our credit facility, substantially depends upon our subsidiaries’ cash flow and payment of funds to us by our subsidiaries as dividends, loans, advances or other payments. The payment of dividends and/or making of loans, advances or other payments by our subsidiaries will be subject to the approval of those subsidiaries’ boards, and our subsidiaries are not obligated to pay dividends or make loans, advances or other payments to us. Our subsidiaries’ ability to pay such dividends and/or make such loans, advances or other payments may also be restricted by, among other things, applicable laws and regulations and current and future debt agreements into which our subsidiaries may enter.

We are dependent on our four main hotel properties for the substantial majority of all of our revenue and cash flow.

We are dependent upon the Gaylord Opryland, Gaylord Palms, Gaylord Texan and Gaylord National for the substantial majority of our revenue and cash flow. As a result, we are subject to a greater degree of risk to factors including:

local economic and competitive conditions;

natural and other disasters;

a decline in air passenger travel due to higher ticket costs or fears concerning air travel;

a decline in the attractiveness of the areas in which our hotels are located as a convention and tourism destination; and

a decrease in convention and meetings business at any of our properties.

Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to make payments with respect to our debt and could adversely affect our financial condition and results of operations.

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Our indebtedness is secured by a substantial portion of our assets.

Subject to applicable laws and certain agreed upon exceptions, our debt is secured by liens on the substantial majority of our assets.assets, including mortgages on each of our Gaylord Hotels. In the event of a default under our credit facility, or if we experience insolvency, liquidation, dissolution or reorganization, the holders of our secured debt instruments would first be entitled to payment from their collateral security, and only then would holders of our unsecured debt be entitled to payment from our remaining assets.

To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us.

Our ability to make payments on, or repay or refinance, our debt, including our obligations under our senior notes and any future debt we may incur, and to fund planned capital expenditures will depend largely upon our future operating performance and our ability to generate cash from operations. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt and other obligations will depend on the satisfaction of the covenants and financial ratios in our senior credit facility and our other debt agreements, including the indenture governing our 6.75% senior notes and other agreements we may enter into in the future. Our business may not generate sufficient cash flow from operations or we may not have future borrowings available to us under our senior credit facility or from other sources in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.

The reputation and perception of our brands is critical to our success in the hospitality industry. If our trademarks or intellectual property are copied or used without authorization, the value of our brands, their reputation, our competitive advantages and our goodwill could be harmed. We regularly apply to register our trademarks in the United States. However, we cannot assure you that those trademark registrations will be granted or that the steps we take to protect our trademarks or intellectual property in the United States will be adequate to prevent others, including third parties or former employees, from copying or using our trademarks or intellectual property without authorization. Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where local law may not adequately protect it.

Monitoring the unauthorized use of our intellectual property is difficult. As we have in the past, we may need to resort to litigation to enforce our intellectual property rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us or otherwise harm our business. Any failure to maintain and protect our trademarks and other intellectual property could reduce the value of our brands and harm our business.

Hospitality companies have been the target of class actions and other lawsuits alleging violations of federal and state law.law and other claims, and we may be subject to legal claims.

Our operating income and profits may be reduced by legal or governmental proceedings brought by or on behalf of our employees, customers or customers.other third parties. In recent years, a number of hospitality companies have been subject to lawsuits, including class

action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters.other alleged violations of law. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted against us from time to time, and we cannot assure you that we will not incur substantial damages and expenses resulting from lawsuits of this type or other claims, which could have a material adverse effect on our business, financial condition and results of operations.

Failure to maintain the integrity of our internal company or customer data could result in faulty business decisions, operational inefficiencies, damage of reputation and/or subject us to costs, fines, or lawsuits.

Our businesses require collection of large volumes of internal and customer data, including credit card numbers and other personally identifiable information of our customers in various information systems and those of our service providers. The integrity and protection of customer, employee, and company data is critical to us. If that data is inaccurate or incomplete, we failcould make faulty decisions. Our customers and employees also have a high expectation that we and our service providers will adequately protect their personal information. The regulatory environment surrounding information, security and privacy is also increasingly demanding. Our existing systems may be unable to satisfy changing regulatory requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. Despite our implementation of various measures designed to protect our information systems and records, including those we maintain with our service providers, we may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. A significant theft, loss, or fraudulent use of customer, employee, or company data maintained by us or by a service provider or failure to comply with privacy regulations, we could be subject to fines or other restrictions on our business.

We collectthe various U.S. and maintain information relating to our guests for various business purposes, including maintaining guest preferences to enhance our customer service and for marketing and promotion purposes and credit card information. The collection and use of personal data are governed by privacyinternational laws and regulations enacted inapplicable to the United States and by various contracts under which we operate. Privacy regulation is an evolving area in which different jurisdictions may subject us to inconsistent compliance requirements. Complianceprotection of such data or with applicable privacy regulations may increase our operating costs and/orPayment Card Industry data security standards, could adversely impact our ability to service our guestsreputation and market our properties, products and services to our guests. In addition, noncompliance with applicable privacy regulations, either by us or, in some circumstances, noncompliance by third parties engaged by us, could result in remedial and other expenses, fines, or restrictions on our use or transfer of data.

15


We could become subject to claimslitigation. A breach in connection with the 2007 salessecurity of our interests in ResortQuest Mainland, ResortQuest Hawaii and Bass Pro Group, LLC.
In connection with the salesinformation systems or those of our equity interests in ResortQuest Mainland, ResortQuest Hawaii and Bass Pro Group, LLC, we agreed to indemnify the purchasers of these interests for a number of matters, including the breach of our representations, warranties and covenants contained in the agreements related to those transactions. A material breach or inaccuracy of any of the representations, warranties and covenants in any of the agreements related to those transactionsservice providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a claim against us. Any such claims could require us to pay substantial sums and incur related costs and expenses and could have a material adverse effect on our financial condition.
loss of profits.

Our properties are subject to environmental regulations that could impose significant financial liability on us.

Environmental laws, ordinances and regulations of various federal, state, local and foreign governments regulate certain of our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under or in the properties we currently own or operate or those we previously owned or operated. Those laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and regulations could require us to manage, abate or remove lead- or asbestos-containing materials. Similarly, the operation and closure of storage tanks are often regulated by federal, state, local and foreign laws. Finally, certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, sell or rent our real property. Existing governmental laws and regulations may be revised or new laws and regulations relating to climate change, air quality or other environmental and health concerns may be adopted or become applicable to us, which could affect the operations of our hotels and/or result in significant additional expense and operating restrictions.

The hospitality industry is heavily regulated, including with respect to food and beverage sales, employee relations and construction concerns, and compliance with these regulations could increase our costs and reduce our revenues and profits.

Our hotel operations are subject to numerous laws, including those relating to the preparation and sale of food and beverages, liquor service and health and safety of premises. The success of expanding our hotel operations also depends upon our obtaining necessary building permits and zoning variances from local authorities. Compliance with these laws and requirements is time intensive and costly and may reduce our revenues and operating income.

We are also subject to laws regulating our relationship with our employees in areas such as hiring and firing, minimum wage and maximum working hours, overtime and working conditions. Labor unions now represent certain employees at the Gaylord National. We have entered into signed agreements with the four unions representing these employees. In addition, labor union organizing activities may take place at any of our other hotel properties. A lengthy strike or other work stoppage at one of our hotels, or the threat of such activity, could have an adverse effect on our business and results of operations. In addition, negotiating, and dedicating time and resources to administration of and compliance with the requirements of, any collective bargaining agreements could be costly.

Fluctuations in our operating results and other factors may result in decreases in our stock price.

In recent periods, the market price for our common stock has fluctuated substantially. From time to time, there may be significant volatility in the market price of our common stock. Investors could sell shares of our common stock at or after the time that market expectations of our stock change, resulting in a decrease in the market price of our common stock. In addition to our operating results, the operating results of other hospitality companies, changes in financial estimates or recommendations by analysts, adverse weather conditions, increased construction costs, increased labor and other costs, changes in general conditions in the economy or the financial or credit markets or other developments affecting us or our industry, such as terrorist attacks, could cause the market price of our common stock to fluctuate substantially. In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many companies for reasons unrelated to their operating performance.

16


Our 3.75% convertible senior notes are currently convertible and may also be convertible in future periods, which conversion may dilute the ownership interests of our stockholders at the time of conversion, and our stock price may be impacted by note hedge and warrant transactions we entered into in connection with the issuance of the 3.75% convertible senior notes.

Upon conversion of some or all of our 3.75% convertible senior notes issued in 2009, the ownership interests of our stockholders may be diluted. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

In addition, we entered into note hedge transactions with various financial institutions at the time of issuance of the convertible senior notes, intended to reduce potential dilution with respect to our common stock upon conversion of the notes. We also entered into separate warrant transactions with the same financial institutions. The warrant transactions could separately have a dilutive effect on our earnings per share to the extent that the market price of our common stock exceeds the strike price of the warrants.

In connection with establishing their initial hedge for the note hedge and warrant transactions, we expect that each of these financial institutions, or their affiliates, entered into their own various derivative transactions with respect to our common stock. These financial institutions or their affiliates are likely to modify their hedge positions by entering into or unwinding various derivative transactions with respect to our common stock and/or by purchasing or selling our common stock in secondary market transactions during the time the 3.75% convertible senior notes are outstanding. In addition, we will exercise options we hold under the convertible note hedge transactions whenever notes are converted. In order to unwind its hedge positions with respect to those exercised options, we expect each of these financial institutions or its affiliates will likely sell our common stock in secondary market transactions or unwind various derivative transactions with respect to our common stock during any settlement period for converted notes.

The effect, if any, of any of these transactions and activities on the market price of our common stock or the 3.75% convertible senior notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the market price of our common stock and the value of the notes. For additional information on the 3.75% convertible senior notes and related note hedge and warrant transactions, please refer to Note 97 to our consolidated financial statements included herein.

Our certificate of incorporation and bylaws and Delaware law could make it difficult for a third party to acquire our company.

The Delaware General Corporation Law and our certificate of incorporation and bylaws contain provisions that could delay, deter or prevent a change in control of our company or our management. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors and take other corporate actions. These provisions:

authorize us to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our Board of Directors, without stockholder approval, with rights senior to those of common stock;

provide that directors may only be removed with cause by the affirmative vote of at least a majority of the votes of shares entitled to vote thereon;

establish advance notice requirements for submitting nominations for election to the Board of Directors and for proposing matters that can be acted upon by stockholders at meetings;

provide that special meetings of stockholders may be called only by our chairman or by a majority of the members of our Board of Directors;

impose restrictions on ownership of our common stock by non-United States persons due to our ownership of a radio station; and

prohibit stockholder actions taken on written consent.

In addition, we have adopted a shareholder rights plan which provides, among other things, that when specified events occur, our shareholders will be entitled to purchase from us shares of junior preferred stock. The shareholder rights plan is currently scheduled to expire in 2011, unless extended by our Board of Directors. The preferred stock purchase rights are triggered by the earlier to occur of (i) ten days after the date of a public announcement that a person or group acting in concert has acquired, or obtained the right to acquire, beneficial ownership of 22% or more of our outstanding common stock or (ii) ten business days after the commencement of or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the acquiring person becoming the beneficial owner of 22% or more of our outstanding common stock. The preferred stock purchase rights would cause dilution to a person or group that attempts to acquire us on terms not approved by our board of directors.

17

The preferred stock purchase rights are currently scheduled to expire in August 2012, unless they are earlier redeemed or their expiration is further extended by our Board of Directors. We have agreed to include a binding shareholder proposal in our proxy materials for our 2012 Annual Meeting of Stockholders on whether to extend the shareholder rights plan after its August 12, 2012 expiration date.


We are also subject to anti-takeover provisions under Delaware law, which could also delay or prevent a change of control. Together, these provisions of our certificate of incorporation and bylaws and Delaware law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for publicly traded equity securities or our notes, and also could limit the price that investors are willing to pay in the future for shares of our publicly traded equity securities.

Our issuance of preferred stock could adversely affect holders of our common stock and discourage a takeover.

Our Board of Directors has the power to issue up to 100.0 million shares of preferred stock without any action on the part of our stockholders. As of the date hereof, we have no shares of preferred stock outstanding. Our Board of Directors also has the power, without stockholder approval, to set the terms of any new series of preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that we issue additional shares of preferred stock in the future that have preference over our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock or our notes could be adversely affected. In addition, the ability of our Board of Directors to issue shares of preferred stock without any action on the part of our stockholders may impede a takeover of us and prevent a transaction favorable to our stockholders. The issuance of junior preferred stock is authorized pursuant to our shareholder rights plan.

Any failure to attract, retain and integrate senior and managerial level executives could negatively impact our operations and development of our properties.

Our future performance depends upon our ability to attract qualified senior executives, retain their services and integrate them into our business. Our future financial results also will depend upon our ability to attract and retain highly skilled managerial and marketing personnel in our different areas of operation. Competition for qualified personnel is intense and is likely to increase in the future. We compete for qualified personnel against companies with significantly greater financial resources than ours.

We investedhave and in the future may invest in joint ventures or certain minority equity interests over which we have no significant control, to or for which we may owe significant obligations and for which there is no readily available market, and these investments may not be profitable.

We plan to enter into a joint venture to build and operate a water and snow park in Nashville, and we previously made minority investments in RHAC Holdings, LLC and Waipouli Holdings, LLC which areHawaii hotel joint ventures. These types of investments may not be liquid and over which we may have little or no rights, or ability, to exercise the direction or control of the respective enterprises. In connection with these investments, we may have obligations under certain guarantees related to such investments. The ultimate value of any joint ventures or minority investments will be dependent upon the efforts of others over an extended period of time. The nature of our interests and the absence of a readily available market for those interests restrict our ability to dispose of them. Our lack of control over the management of any business in which we are a joint owner or minority investor and the lack of a readily available market to sell our interest in these businesses may cause us to recognize a loss on our investment in these businesses or to incur costs or liabilities that we do not control.control, but for which we may be required to contribute capital or satisfy financial commitments. These arrangements are subject to uncertainties and risks, including those related to conflicting joint venture partner interests and to our joint venture partners failing to meet their financial or other obligations. Further, the properties purchased by these joint ventures are in Hawaii, which has experienced decreased tourist spending and lower hotel occupancy in recent periods. In 2008, we wrote down our investment in Waipouli Holdings, LLC and its property was sold during 2010, with no proceeds to us or the LLC. For further discussion of these investments, see Note 714 of our consolidated financial statements included herein.

The counterparties to our derivative financial agreements are various financial institutions, and we are subject to risks that these counterparties cannot or do not fulfill their obligations under these transactions.
Recent global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If the counterparties to one or more of our derivative financial agreements, which are various financial institutions, are unwilling or unable to perform their obligations under their respective derivative financial agreements for any reason, we would not be able to receive the benefit of these agreements. As result, we would not receive the intended benefits of these agreements, and the value of our common stock may be reduced accordingly. We cannot provide any assurances as to the financial stability or viability of any of these counterparties. For further discussion of our derivative financial agreements, see Note 10 of our consolidated financial statements included herein.

18


We are subject to risks relating to acts of God, terrorist activity and war.

Our operating income may be reduced by acts of God, such as natural disasters or acts of terror, in locations where we own and/or operate significant properties and areas of the world from which we draw a large number of customers. Gaylord Opryland, which is located adjacent to the Cumberland River and is protected by levees built to sustain a 100-year flood, suffered flood damage on May 3, 2010 as the river rose to levels that over-topped the levees. In response to the flood, we have increased the per occurrence flood insurance limit for our Gaylord Opryland hotel to $150 million. We have also commenced enhancements to the levees that protect the hotel to increase the height of the levee. While we believe these steps are reasonable given the likelihood of flood damage at Gaylord Opryland, there can be no assurances that flooding will not occur at Gaylord Opryland in the future. In addition, in January of 2007, the Army Corps of Engineers announced that the Wolf Creek Dam on Lake Cumberland in Kentucky was at risk for structural failure. Although the Corps is taking action, including lowering the water level at Lake Cumberland and making structural repairs to the dam to reduce the chances of a dam breach, a significant portion of our Gaylord Opryland property in Nashville is in the Cumberland River flood plain and would be at risk if the dam should fail. Some types of losses, such as from flood, earthquake, terrorism and environmental hazards, may be either uninsurable, subject to sublimit, or too expensive to justify insuring against. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty may cause our future results to differ materially from anticipated results.

Changes in federal, state, or local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs.

We are subject to taxation at the federal, state and local levels in the United States. Our future tax rates could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state and local governments make substantive changes to tax rules and the application thereof, which could result in materially higher corporate taxes than would be incurred under existing tax law or interpretations and could adversely impact profitability. State and local tax authorities have increased their efforts to increase revenues through changes in tax law and audits. Such changes and proposals, if enacted, could increase our future effective income tax rates, as well as other taxes, including property taxes.

Recent healthcareHealthcare legislation could adversely affect our results of operations.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “Health Reform Law”), was enacted. Among other things, the Health Reform Law contains provisions that affect employer-sponsored health plans, impose excise taxes on certain plans, and reduce the tax benefits available to employers that receive the Medicare Part D subsidy. These provisions may significantly raise our employee health benefits costs and/or alter the benefits we are required to provide. In the first quarter of 2010 we recorded a one-time, non-cash tax charge of $0.7 millionWe continue to reflect the impact of the reduced tax benefits available to employers that receive the Medicare Part D subsidy. We are currently reviewingreview provisions of the Health Reform Law and their impact on our company-sponsored plans. Costs associated with compliance with the Health Reform Law are currently difficult to estimate, but we anticipate increased expenses relating to our company-sponsored plans. If we are not able to limit or offset future cost increases, those costs could have an adverse affect on our results of operations.

The efficient operation of our business is heavily dependent upon our information systems.

We depend on a variety of information technology systems for the efficient functioning of our business. A failure to keep pace with developments in technology could impair our operations or competitive position. We rely on certain software vendors to maintain and periodically upgrade many of these systems so that they can continue to support our business. The software programs supporting many of our systems were licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade these information systems and software programs would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. We also rely heavily on our information technology staff. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives while continuing to provide maintenance on existing systems.

19


Item 1B.Unresolved Staff Comments

None.

Item 2.Properties

Corporate and Other

We own our executive offices and headquarters located at One Gaylord Drive, Nashville, Tennessee, which consists of a five-story office building comprising approximately 80,000 square feet. We also own our shared services center located within the Opryland complex, which contains approximately 84,000 square feet of space. We believe that these facilities and the facilities described below utilized for each of our business segments are generally well maintained.

Hospitality

We own our Opryland complex in Nashville, Tennessee, which includes the site of Gaylord Opryland (approximately 172 acres). We also own the 6.5 acre site of the Radisson Hotel at Opryland, which is located near the Opryland complex. We have leased a 65-acre tract in Osceola County, Florida, on which the Gaylord Palms is located, pursuant to a 75-year ground lease with a 24-year renewal option. We acquired approximately 85 acres in Grapevine, Texas, through ownership (approximately 75 acres) and ground lease (approximately 10 acres), on which the Gaylord Texan is located. We also own an additional 25 acres of property adjacent to the Gaylord Texan. We own approximately 42 acres on the Potomac River in Prince George’s County, Maryland, on which the Gaylord National is located. All existing hotel properties secure our $1.0 billion$925 million credit facility, as described in the Liquidity and Capital Resources section of Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Opry and Attractions Group

We own the General Jackson Showboat’s docking facility and the Opry House, both of which are located within the Opryland complex. We also own the Gaylord Springs Golf Links, an 18-hole golf course situated on over 200 acres, which is located near the Opryland complex. In downtown Nashville, we own the Ryman Auditorium and the Wildhorse Saloon dance hall and production facility. We own WSM Radio’s offices and studios, which are also located within the Opryland complex.

Item 3.Legal Proceedings

We and various of our subsidiaries are involved in lawsuits incidental to the ordinary course of our businesses, such as personal injury actions by guests and employees and complaints alleging employee discrimination. We maintain various insurance policies, including general liability and property damage insurance, as well as workers’ compensation, business interruption, and other policies, which we believe provide adequate coverage for the risks associated with our range of operations. We believe that we are adequately insured against these claims by our existing insurance policies and that the outcome of any pending claims or proceedings will not have a material adverse effect on our financial position or results of operations.

We may have potential liability under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA” or “Superfund”), for response costs at two Superfund sites. The liability relates to properties formerly owned by our predecessor. In 1991, Oklahoma Publishing Company, or OPUBCO, assumed these liabilities and agreed to indemnify us for any losses, damages, or other liabilities incurred by it in connection with these matters. We believe that OPUBCO’s indemnification will fully cover our Superfund liabilities, if any, and that, based on our current estimates of these liabilities, OPUBCO has sufficient financial resources to fulfill its indemnification obligations.

For further discussion of legal proceedings, see Note 1614 of our consolidated financial statements included herein.

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Item 4.Mine Safety Disclosures

None.

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange under the symbol “GET”. The following table sets forth, for the calendar quarters indicated, the high and low sales prices for our common stock as reported by the NYSE for the last two years:

                 
  2010  2009 
  High  Low  High  Low 
First Quarter $29.47  $18.65  $14.50  $4.76 
Second Quarter  34.55   22.02   17.49   7.82 
Third Quarter  31.49   20.87   25.85   9.52 
Fourth Quarter  37.38   29.80   20.64   14.04 

   2011   2010 
   High   Low   High   Low 

First Quarter

  $38.22    $32.74    $29.47    $18.65  

Second Quarter

   36.62     27.92     34.55     22.02  

Third Quarter

   32.37     18.02     31.49     20.87  

Fourth Quarter

   25.13     17.39     37.38     29.80  

There were approximately 2,6302,235 record holders of our common stock as of January 31, 2011.2012. The closing price for our stock on January 31, 20112012 was $33.34.

$28.05.

We did not pay dividends on our common stock during the 20102011 or 20092010 fiscal years. We do not presently intend to declare any cash dividends. We intend to retain our earnings to fund the operation of our business, to service and repay our debt, and to make strategic investments as they arise. Moreover, the terms of our debt contain financial covenants that restrict our ability to pay dividends. Our Board of Directors may reevaluate this dividend policy in the future in light of our results of operations, financial condition, cash requirements, future prospects, loan agreements and other factors deemed relevant by our Board.

The following table sets forth information with respect to purchases of shares of the Company’s common stock made during the three months ended December 31, 20102011 by or on behalf of the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act:

                 
          Total Number of  Maximum Number of 
          Shares Purchased as  Shares that May Yet 
          Part of Publicly  Be Purchased Under 
  Total Number of  Average Price Paid  Announced Plans or  the Plans or 
Period Shares Purchased  per Share  Programs  Programs 
October 1 – October 31, 2010            
November 1 – November 30, 2010 (1)  133  $34.44       
December 1 – December 31, 2010            
   
Total  133  $34.44       
   

Period

  Total
Number of
Shares
Purchased
   Average
Price Paid
per Share
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans or
Programs
 

October 1 — October 31, 2011

   —       —       —       —    

November 1 — November 30, 2011 (1)

   133    $21.97     —       —    

December 1 — December 31, 2011

   —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   133    $21.97     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)Represents shares withheld from vested restricted stock to satisfy the minimum withholding requirement for federal and state taxes.

Item 6.Selected Financial Data

The following selected historical financial information of Gaylord and its subsidiaries as of December 31, 20102011 and 20092010 and for each of the three years in the period ended December 31, 20102011 was derived from our audited consolidated financial statements included herein. The selected financial information as of December 31, 2009, 2008 2007 and 20062007 and for each of the two years in the period ended December 31, 20072008 was derived from previously issued audited consolidated financial statements adjusted for unaudited revisions for discontinued operations. The information in the following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes as of December 31, 20102011 and 20092010 and for each of the three years in the period ended December 31, 20102011 included herein (in thousands, except per share amounts).

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   Years Ended December 31, 
   2011  2010  2009  2008  2007 

Income Statement Data:

      

Revenues:

      

Hospitality

  $886,634   $722,938   $814,154   $848,332   $669,743  

Opry and Attractions

   65,386    46,918    58,599    65,670    66,813  

Corporate and Other

   124    105    92    412    211  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total revenues

   952,144    769,961    872,845    914,414    736,767  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating expenses:

      

Operating costs

   566,390    474,609    527,074    555,225    440,975  

Selling, general and administrative

   179,301    158,169    172,361    174,325    157,845  

Casualty loss (1)

   1,225    42,321    —      —      —    

Preopening costs (2)

   408    55,287    —      19,190    17,518  

Impairment and other charges (3)

   —      —      —      19,264    —    

Depreciation and amortization:

      

Hospitality

   109,521    91,117    101,444    97,229    65,369  

Opry and Attractions

   5,261    4,710    4,674    4,871    5,480  

Corporate and Other

   10,507    9,734    10,449    7,651    6,480  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

   125,289    105,561    116,567    109,751    77,329  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating expenses

   872,613    835,947    816,002    877,755    693,667  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss):

      

Hospitality

   130,939    91,705    112,171    124,828    110,126  

Opry and Attractions

   8,760    1,237    5,050    4,834    6,518  

Corporate and Other

   (58,535  (61,320  (60,378  (54,549  (56,026

Casualty loss (1)

   (1,225  (42,321  —      —      —    

Preopening costs (2)

   (408  (55,287  —      (19,190  (17,518

Impairment and other charges (3)

   —      —      —      (19,264  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total operating income (loss)

   79,531    (65,986  56,843    36,659    43,100  

Interest expense, net of amounts capitalized

   (74,673  (81,426  (76,592  (64,069  (38,536

Interest income

   12,460    13,124    15,087    12,689    3,234  

Unrealized gain on Viacom stock and CBS stock

   —      —      —      —      6,358  

Unrealized gain on derivatives, net

   —      —      —      —      3,121  

Income (loss) from unconsolidated companies

   1,086    608    (5  (746  964  

Net gain on extinguishment of debt (5)

   —      1,299    18,677    19,862    —    

Other gains and (losses) (6)

   (916  (535  2,847    453    146,332  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations before income taxes

   17,488    (132,916  16,857    4,848    164,573  

(Provision) benefit for income taxes

   (7,420  40,718    (9,743  (1,016  (62,845
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations

   10,068    (92,198  7,114    3,832    101,728  

Income (loss) from discontinued operations, net of taxes (4)

   109    3,070    (7,137  532    10,183  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $10,177   $(89,128 $(23 $4,364   $111,911  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (Loss) Per Share:

      

Income (loss) from continuing operations

  $0.21   $(1.95 $0.17   $0.09   $2.48  

Income (loss) from discontinued operations, net of taxes

   —      0.06    (0.17  0.02    0.25  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $0.21   $(1.89 $(0.00 $0.11   $2.73  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (Loss) Per Share—Assuming Dilution:

      

Income (loss) from continuing operations

  $0.20   $(1.95 $0.17   $0.09   $2.41  

Income (loss) from discontinued operations, net of taxes

   —      0.06    (0.17  0.02    0.24  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $0.20   $(1.89 $(0.00 $0.11   $2.65  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   As of December 31, 
   2011   2010   2009   2008   2007 

Balance Sheet Data:

          

Total assets

  $2,563,400    $2,620,933    $2,661,023    $2,560,379    $2,348,504  

Total debt (7)

   1,073,825     1,159,215     1,178,688     1,262,901     981,100  

Total stockholders’ equity

   1,045,535     1,029,752     1,078,684     903,219     941,492  

                     
  Years Ended December 31, 
  2010  2009  2008  2007  2006 
Income Statement Data:
                    
Revenues:                    
Hospitality $722,938  $814,154  $848,332  $669,743  $645,437 
Opry and Attractions  46,918   58,599   65,670   66,813   62,661 
Corporate and Other  105   92   412   211   255 
                
Total revenues  769,961   872,845   914,414   736,767   708,353 
                
Operating expenses:                    
Operating costs  474,609   527,074   555,225   440,975   432,446 
Selling, general and administrative  158,169   172,361   174,325   157,845   150,540 
Casualty loss (1)  42,321             
Preopening costs (2)  55,287      19,190   17,518   7,174 
Impairment and other charges        19,264(4)      
Depreciation and amortization:                    
Hospitality  91,117   101,444   97,229   65,369   64,502 
Opry and Attractions  4,710   4,674   4,871   5,480   5,644 
Corporate and Other  9,734   10,449   7,651   6,480   4,903 
                
Total depreciation and amortization  105,561   116,567   109,751   77,329   75,049 
                
Total operating expenses  835,947   816,002   877,755   693,667   665,209 
                
Operating (loss) income:                    
Hospitality  91,705   112,171   124,828   110,126   99,080 
Opry and Attractions  1,237   5,050   4,834   6,518   4,570 
Corporate and Other  (61,320)  (60,378)  (54,549)  (56,026)  (53,332)
Casualty loss (1)  (42,321)            
Preopening costs (2)  (55,287)     (19,190)  (17,518)  (7,174)
Impairment and other charges        (19,264)(4)      
                
Total operating (loss) income  (65,986)  56,843   36,659   43,100   43,144 
Interest expense, net of amounts capitalized  (81,426)  (76,592)  (64,069)  (38,536)  (72,473)
Interest income  13,124   15,087   12,689   3,234   2,088 
Unrealized gain on Viacom stock and CBS stock           6,358   38,337 
Unrealized gain (loss) on derivatives, net           3,121   (16,618)
Income (loss) from unconsolidated companies  608   (5)  (746)  964   10,565 
Net gain on extinguishment of debt  1,299(5)  18,677(5)  19,862(5)      
Other gains and (losses)  (535)  2,847   453   146,332(6)  3,280 
                
                     
(Loss) income from continuing operations before income taxes  (132,916)  16,857   4,848   164,573   8,323 
(Benefit) provision for income taxes  (40,718)  9,743   1,016   62,845   3,711 
                
(Loss) income from continuing operations  (92,198)  7,114   3,832   101,728   4,612 
Income (loss) from discontinued operations, net of taxes (3)  3,070   (7,137)  532   10,183   (84,047)
                
Net (loss) income $(89,128) $(23) $4,364  $111,911  $(79,435)
                
                     
(Loss) Income Per Share:
                    
(Loss) income from continuing operations $(1.95) $0.17  $0.09  $2.48  $0.11 
Income (loss) from discontinued operations, net of taxes  0.06   (0.17)  0.02   0.25   (2.07)
                
Net (loss) income $(1.89) $(0.00) $0.11  $2.73  $(1.96)
                
                     
(Loss) Income Per Share — Assuming Dilution:
                    
(Loss) income from continuing operations $(1.95) $0.17  $0.09  $2.41  $0.11 
Income (loss) from discontinued operations, net of taxes  0.06   (0.17)  0.02   0.24   (2.02)
                
Net (loss) income $(1.89) $(0.00) $0.11  $2.65  $(1.91)
                

22


                     
  As of December 31, 
  2010  2009  2008  2007  2006 
Balance Sheet Data:
                    
Total assets $2,620,933  $2,661,023  $2,560,379  $2,348,504(7) $2,632,510(7)
Total debt 1,159,215(8)  1,178,688(8)  1,262,901(8)  981,100(8)  755,553(8)
Secured forward exchange contract              613,054(7)
Total stockholders’ equity  1,029,752   1,078,684   903,219   941,492   798,026 
(1)Casualty loss for 2010 reflects $92.3 million in expenses related to the Nashville Flood, partially offset by $50.0 million in insurance proceeds, as described more fully in “Nashville Flood” and “Operating Results Casualty Loss” under Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
(2)Preopening costs for 2010 are related to the Gaylord Opryland and Grand Ole Opry House, which were closed during portions of the year2010 as a result of the Nashville Flood. Preopening costs for 2008 2007 and 20062007 are primarily related to the Gaylord National, which opened in April 2008.
(3)We have presented the operating results of the following businesses as discontinued operations for all periods presented: Corporate Magic; ResortQuest; Word Entertainment; and Acuff-Rose Music Publishing.
(4)As described more fully in “Operating Results – Impairment and other charges” under Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, inIn the second quarter of 2008, we recorded an impairment charge of $12.0 million related to the termination of our agreement to purchase the Westin La Cantera Resort, located in San Antonio, Texas. In the fourth quarter of 2008, we recorded an impairment charge of $4.7 million related to our decision to terminate our plans to develop a resort and convention hotel in Chula Vista, California. In the fourth quarter of 2008, we incurred a $2.5 million impairment charge to write off our investment in Waipouli Holdings, LLC.
(4)We have presented the operating results of the following businesses as discontinued operations for all periods presented: Corporate Magic; ResortQuest; Word Entertainment; and Acuff-Rose Music Publishing.
(5)During 2010, we repurchased $28.5 million in aggregate principal amount of our outstanding 6.75% senior notes for $27.0 million. After adjusting for deferred financing costs and other costs, we recorded a pre-tax gain of $1.3 million as a result of these repurchases. During the first three quarters of 2009, we repurchased $88.6 million in aggregate principal amount of our outstanding senior notes ($61.6 million of 8% senior notes and $27.0 million of 6.75% senior notes) for $62.5 million. After adjusting for deferred financing costs and other costs, we recorded a pre-tax gain of $24.7 million as a result of these repurchases. During the fourth quarter of 2009, we executed a cash tender offer and called for redemption all of the remaining outstanding 8% senior notes that were not repurchased through the tender offer. Pursuant to these transactions, during the fourth quarter of 2009, we accepted for purchase all of the $259.8 million aggregate principal amount outstanding 8% senior notes. After adjusting for deferred financing costs, the deferred gain on a terminated swap related to these notes, and other costs, we recorded a pre-tax loss of $6.0 million as a result of this repurchase. During December 2008, we repurchased $45.8 million in aggregate principal amount of our outstanding senior notes ($28.5 million of 8% senior notes and $17.3 million of 6.75% senior notes) for $25.4 million. After adjusting for deferred financing costs, we recorded a pre-tax gain of $19.9 million as a result of the repurchases.
(6)On May 31, 2007, we completed the sale of all of our ownership interest in Bass Pro Group, LLC to Bass Pro Group, LLC for a purchase price of $222.0 million in cash and recognized a pre-tax gain of $140.3 million on the sale.
(7)In 1999 we recognized a pre-tax gain of $459.3 million as a result of the divestiture of television station KTVT in Dallas-Ft. Worth in exchange for CBS Series B preferred stock, which was later converted into 11,003,000 shares of Viacom Class B common stock, $4.2 million of cash and other consideration. During 2000, we entered into a seven-year secured forward exchange contract (“SFEC”) for a notional amount of $613.1 million with respect to 10,937,900 shares of the Viacom Class B common stock. We exchanged the 10,937,900 shares of Viacom Class B common stock for 5,468,950 shares of Viacom, Inc. Class B Common Stock (“Viacom Stock”) and 5,468,950 shares of CBS Corporation Class B Common Stock (“CBS Stock”) effective January 3, 2006. During May 2007, the SFEC matured and we delivered all of the Viacom Stock and CBS Stock to Credit Suisse in full satisfaction of the $613.1 million debt obligation under the SFEC. As a result, the debt obligation, Viacom Stock, CBS Stock, put option, call option, and deferred financing costs related to the SFEC were removed from the consolidated balance sheet during the second quarter of 2007. The CBS Stock and Viacom Stock were included in

23


total assets at their market values of $394.9 million at December 31, 2006. Prepaid interest related to the secured forward exchange contract of $10.5 million was included in total assets at December 31, 2006.
(8)Related primarily to the construction of the Gaylord Palms, the Gaylord Texan and the Gaylord National.

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

Overall Outlook

Our concentration in the hospitality industry, and in particular the large group meetings sector of the hospitality industry, exposes us to certain risks outside of our control. Recessionary conditions in the national economy have resulted in economic pressures on the hospitality industry generally, and on our Company’s operations and expansion plans. In portions of 2008 and the first half of 2009, we experienced declines in hotel occupancy, weakness in future bookings by our core large group customers, lower spending levels by groups and increased cancellation and attrition levels. We believe that corporate customers in particular delayed meetings and events and sought to minimize spending during these periods. In recent quarters,2010 and 2011, we have begunbegan to see stabilization in our industry and specifically in our business. WeIn 2010 and 2011, we have seen increases in group travel as compared to the 2009 levels, as well as growth in outside-the-room revenue, indicating that not only are group customers beginning to travel again, they are spending more on food and beverage and entertainment when they reachduring their stay at our properties. Our attrition and cancellation levels have also decreased compared to 2009 levels. As a result of the higher levels of group business, we have experienced an increase in occupancy in recent quarters. In 2010 and 2011. Although we continue to see pressure on rates for bookings that will travel in the shorter-term, we have experienced improved rates on bookings in future years, as well as improvements in pricing for those bookings.years. In conjunction with the improvements in our business, as well as our improved outlook on the hospitality industry generally, we are revisiting our future plans for growth. While we continue to focus our marketing efforts on booking rooms in 2011,2012, in addition to later years, there can be no assurance that we can continue to achieve further improvements in occupancy and revenue levels. We cannot predict when or if hospitality demand and spending will return to historical levels, but we anticipate that our future financial results and growth will be harmed if the economy does not continue to improve or becomes worse.

See “Forward-Looking Statements” and “Risk Factors” under Part I of this report for important information regarding forward-looking statements made in this report and risks and uncertainties the Company faces.

Nashville Flood

As more fully described in Note 2 to our Consolidated Financial Statements included herein, on May 3, 2010, Gaylord Opryland, the Grand Ole Opry, certain of our Nashville-based attractions, and certain of our corporate offices experienced significant flood damage as a result of the historic flooding of the Cumberland River (collectively, the “Nashville Flood”). Gaylord Opryland, the Grand Ole Opry, and certain of our corporate offices were protected by levees accredited by the Federal Emergency Management Agency (“FEMA”) (which, according to FEMA, was based on information provided by us), and built to sustain a 100-year flood; however, the river rose to levels that over-topped the levees. We have segregated all costs and insurance proceeds related to the Nashville Flood from normal operations and reported those amounts as casualty loss or preopening costs in the accompanying consolidated statements of operations. During 2010, we recorded $42.3 million in casualty losses related to the flood, which includes $92.3 million in expenses, partially offset by $50.0 million in insurance proceeds. These amounts do not include lost profits from the interruption of the various businesses. During 2010, we also recorded $55.3 million in preopening costs related to reopening the properties damaged by the flood.

Gaylord Opryland reopened November 15, 2010. While the Grand Ole Opry continued its schedule at alternative venues, including our Ryman Auditorium, the Grand Ole Opry House reopened September 28, 2010. Certain of our Nashville-based attractions were closed for a period of time, but reopened in June and July, and the majority of the affected corporate offices reopened during November 2010. Gross total remediation and rebuilding costs came in at the low end of the projected $215-$225 million range, including approximately $23-$28 million in pre-flood planned enhancement projects at Gaylord Opryland. In addition, preopening costs came in under the projected $57-$62 million range. These costs included the initial eight-week carrying period for all labor at the hotel as well as the labor for security, engineering, horticulture, reservations, sales, accounting and management during the restoration, as well as the labor associated with re-launching the assets and the restocking of operating supplies prior to re-opening. In addition, we incurred a non-cash write-off of $45.0 million associated with the impairment of certain assets as a result of sustained flood damage, as further described in Note 2 to our consolidated financial statements included herein. While several flood-related projects remain to be completed in 2011, we anticipateWe estimate that net of tax refunds of $36.5 million, insurance proceeds of $50.0 million, and the cost of projects slated for the property prior to the flood, the net cash impact of the flood will bewas approximately $150 million. We believe that

24


In addition, we have ample liquidityinitiated an approximate $12 million enhancement to our existing Nashville flood protection system in an effort to provide 500-year flood protection for Gaylord Opryland, as well as an approximate $5 million enhancement in an effort to provide the same protection for the remainingGrand Ole Opry House. We have worked with engineers to design the enhancements to be aesthetically pleasing and sensitive to adjacent property owners. It is anticipated that both projects through the use of a combination of cash on-hand, available borrowings and cash flow generatedwill be completed by our other hotel assets.
mid-to-late 2012.

Other Recent Events

Repurchase of Senior Notes. During 2010, we repurchased $28.5 million in aggregate principal amountRefinancing of our outstanding 6.75%Credit Facility

As further described below in “Liquidity and Capital Resources — Principal Debt Agreements,” on August 1, 2011, we refinanced our $1.0 billion credit facility by entering into a $925 million senior notes for $27.0 million. After adjusting for deferred financing costssecured credit facility, extending the maturity to 2015.

Development Update

On June 21, 2011, we announced our plans to develop a resort and other costs, we recorded a pre-tax gainconvention hotel in Aurora, Colorado, located approximately 25 minutes from downtown Denver. The Aurora development, which is expected to feature 1,500 guest rooms and 400,000 square feet of $1.3exhibition and meeting space, will be located on 85 acres in LNR Property CPI Fund’s High Point Master Plan Development. The project is expected to cost approximately $800 million and could be funded by us, potential joint venture partners and the tax incentives that are being provided as a result of an agreement between us and the repurchases, whichcity of Aurora, and is recorded as a net gaincontingent on extinguishmentreceiving required governmental approvals, incentives, and final approval by our board of debtdirectors. We expect to break ground on construction in 2013 and expect the accompanyingresort to be open for business in early 2016. At this time, we have not made any material financial information. We used available cash and borrowings under our revolving credit facility to finance the purchases and intend to consider additional repurchases of our 6.75% senior notes from time to time depending on market conditions.

Labor Union Activity. As of December 31, 2010, approximately 1,504 employees at Gaylord National were represented by labor unions, and are working pursuant to the terms of the collective bargaining agreements which have been negotiated with the four unions representing these employees. As a result, we experienced an increase in labor and benefit costs in 2010.
Development Update
We invested heavily in our operations during 2008, primarilycommitments in connection with continued improvementsthis development.

In January 2012, we announced that we had entered into a memorandum of understanding for a 50/50 joint venture with the Dollywood Company to develop a family entertainment zone adjacent to Gaylord Opryland on land that we currently own. The Dollywood Company will operate the park, and we will contribute both land and cash to represent our 50 percent share of the venture. Phase one of the project is a yet unnamed approximately $50 million water and snow park, which we believe will be the first of its kind in the U.S. An early 2013 groundbreaking date is expected with the park opening slated for summer 2014. The project is contingent upon finalizing agreements with governmental authorities pertaining to the construction of the Gaylord National beginning in 2005 and continuing through 2008. Our investments in 2009 consisted primarily of ongoing maintenance capital expenditures for our existing properties. necessary infrastructure.

Our investments in 2010 and 2011 consisted primarily of capital expenditures associated with the flood damage and reopening of Gaylord Opryland and the Grand Ole Opry House, as described above in “Nashville Flood,” as well asa new resort pool at Gaylord Texan, the commencement of renovation of the guestrooms, the addition of a sports bar entertainment facility and new resort pools at Gaylord Palms, and ongoing maintenance capital expenditures for our existing properties. Our investments in 20112012 are also expected to consist primarily of ongoing maintenance capital expenditures for our existing properties,properties; the completion of the rooms renovation, new sports bar entertainment facility and resort pools at Gaylord Palms; design and architectural plans for our planned resort and convention center in Aurora, Colorado; and potentially, development or acquisition projects that have not yet been determined.

As more fully described in Note 1614 to our Consolidated Financial Statements included herein, we have entered intoare a party to a land purchase agreement with respect to a potential hotel development in Mesa, Arizona.

We are also considering expansions at Gaylord Texan and Gaylord Palms, as well as other potential hotel sites throughout the country. In addition, we are reevaluating our prior considerations regarding a possible expansion of Gaylord Opryland. We have made no commitments to construct expansions of our current facilities or to build new facilities. We are closely monitoring the condition of the economy and the availability of attractive financing. We are unable to predict at this time when we might make such commitments or commence construction of these proposed expansion projects.

Our Current Operations

Our ongoing operations are organized into three principal business segments:

Hospitality, consisting of Gaylord Opryland, Gaylord Palms, Gaylord Texan, Gaylord National and the Radisson Hotel at Opryland, as well as our past investments in two joint ventures.

Hospitality, consisting of Gaylord Opryland, Gaylord Palms, Gaylord Texan, Radisson Hotel at Opryland and, commencing in April 2008, Gaylord National, as well as our ownership interests in two joint ventures.
Opry and Attractions, consisting of our Grand Ole Opry assets, WSM-AM and our Nashville attractions.
Corporate and Other, consisting of our corporate expenses.

Opry and Attractions, consisting of our Grand Ole Opry assets, WSM-AM and our Nashville attractions.

Corporate and Other, consisting of our corporate expenses.

For the years ended December 31, our total revenues were divided among these business segments as follows:

             
Segment 2010  2009  2008 
Hospitality  94%  93%  93%
Opry and Attractions  6%  7%  7%
Corporate and Other  0%  0%  0%

Segment

  2011  2010  2009 

Hospitality

   93  94  93

Opry and Attractions

   7  6  7

Corporate and Other

   0  0  0

We generate a significant portion of our revenues from our Hospitality segment. We believe that we are the only hospitality company whose stated primary focus is on the large group meetings and conventions sector of the lodging market. Our strategy is to continue

25


this focus by concentrating on our “All-in-One-Place” self-contained service offerings and by emphasizing customer rotation among our convention properties, while also offering additional entertainment opportunities to guests and target customers. In addition to our group meetings strategy, we are also focused on improving leisure demand in our hotels through special events (Country Christmas, summer-themed events, etc.), social media strategies, and unique content and entertainment partnerships.
As part of this strategy, during 2011, we announced a multi-year strategic alliance with DreamWorks Animation SKG, Inc. to become the official hotel provider of DreamWorks vacation experiences. Through this strategic alliance, we are now offering leisure experiences featuring DreamWorks characters for our guests at all of our resort properties. In addition, as discussed above, we have entered into a memorandum of understanding for a 50/50 joint venture to develop a family entertainment zone adjacent to Gaylord Opryland that will include what we believe to be the first combined water and snow park in the U.S.

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. These factors impact the price we can charge for our hotel rooms and other amenities, such as food and beverage and meeting space. Key performance indicators related to revenue are:

hotel occupancy (volume indicator);

hotel occupancy (volume indicator);
average daily rate (“ADR”) (price indicator);
Revenue per Available Room (“RevPAR”) (a summary measure of hotel results calculated by dividing room sales 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 Room Nights Booked (a volume indicator which represents the total number of definite bookings for future room nights at Gaylord hotels confirmed during the applicable period, net of cancellations).

average daily rate (“ADR”) (price indicator);

Revenue per Available Room (“RevPAR”) (a summary measure of hotel results calculated by dividing room sales 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 Room Nights Booked (a volume indicator which represents the total number of definite bookings for future room nights at Gaylord hotels confirmed during the applicable period, net of cancellations).

We recognize Hospitality segment revenue from rooms as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. 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, as well as cancellation fees, are recognized as revenue in the period they are collected. Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups meeting our credit criteria, billed and collected on a short-term receivables basis. Our industry is capital intensive, and we rely on the ability of our hotels to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash flow for future development.

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. We attempt to offset any identified shortfalls in occupancy by creating special events at our hotels or offering incentives to groups in order to attract increased business during this 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 we experience, and the level of transient business at our hotels during such period.

Summary Financial Results

The following table summarizes our financial results for the years ended December 31, 2011, 2010 2009 and 20082009 (in thousands, except percentages and per share data):

   2011   % Change  2010  %
Change
  2009 

Total revenues

  $952,144     23.7 $769,961    -11.8 $872,845  

Total operating expenses

   872,613     4.4  835,947    2.4  816,002  

Operating income (loss)

   79,531     220.5  (65,986  -216.1  56,843  

Net income (loss)

   10,177     111.4  (89,128  n/a    (23

Net income (loss) per share — fully diluted

   0.20     110.6  (1.89  n/a    (0.00

2011 Results As Compared to 2010 Results

The increase in our total revenues during 2011, as compared to 2010, is attributable to an increase in our Hospitality segment revenues of $163.7 million and an increase in our Opry and Attractions segment revenues of $18.5 million, as discussed more fully below. The increase in revenues in our Hospitality segment is attributable to a $178.5 million increase in revenues at Gaylord Opryland as a result of being closed during a portion of 2010 due to the Nashville Flood, partially offset by a $14.8 million decrease in revenues at our other hotel properties. Total Hospitality revenues in 2011 include $9.2 million in attrition and cancellation fee collections, a $0.1 million decrease from 2010. The increase in total operating expenses during 2011, as compared to 2010, is due primarily to increases of $122.4 million and $10.9 million at Gaylord Opryland and our Opry and Attractions segment, respectively, as a result of Gaylord Opryland and certain businesses in our Opry and Attractions segment being closed during a portion of 2010 due to the Nashville Flood, partially offset by decreases of $54.9 million and $41.1 million in preopening costs and net casualty loss, respectively, during 2011, as compared to 2010, as a result of the Nashville Flood, as more fully described below.

The above factors resulted in operating income of $79.5 million for 2011, as compared to an operating loss of $66.0 million in 2010.

Our net income was $10.2 million in 2011, as compared to a net loss of $89.1 million in 2010, due to the change in our operating income described above and the following factors, each as described more fully below:

A provision for income taxes of $7.4 million during 2011, as compared to a benefit for income taxes of $40.7 million during 2010, described more fully below.

                     
  2010  %Change  2009  %Change  2008 
Total revenues $769,961   -11.8% $872,845   -4.5% $914,414 
Total operating expenses  835,947   2.4%  816,002   -7.0%  877,755 
Operating (loss) income  (65,986)  -216.1%  56,843   55.1%  36,659 
Net (loss) income  (89,128)  -387,413.0%  (23)  -100.5%  4,364 
Net (loss) income per share — fully diluted  (1.89)  -349,900.0%  (0.00)  -100.5%  0.11 
A $6.8 million decrease in our interest expense, net of amounts capitalized, for 2011, as compared to 2010, as described more fully below.

A $3.0 million decrease in our income from discontinued operations for 2011, as compared to 2010, due primarily to 2010 including the gain on sale, and the related income tax benefit, of the sale of our Corporate Magic business, described more fully below.

2010 Results As Compared to 2009 Results

The decrease in our total revenues during 2010, as compared to 2009, is attributable to a decrease in our Hospitality segment revenues of $91.2 million and a decrease in our Opry and Attractions segment revenue of $11.7 million, as discussed more fully below. The

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decrease in revenues in our Hospitality segment is attributable to a $133.7 million decrease in revenues at Gaylord Opryland as a result of being closed due to the Nashville Flood, partially offset by a $42.5 million increase at our other hotel properties. Total Hospitality revenues in 2010 include $9.4 million in attrition and cancellation fee collections, an $18.4 million decrease from 2009. The increase in total operating expenses during 2010, as compared to 2009, was due primarily to $55.3 million and $42.3 million in preopening costs and net casualty loss, respectively, during 2010 as a result of the Nashville Flood, partially offset by decreased operating expenses at Gaylord Opryland, as well as decreased depreciation expenses, as more fully described below.

The above factors resulted in an operating loss of $66.0 million for 2010, as compared to operating income of $56.8 million in 2009.

Our net loss was $89.1 million in 2010, as compared to a net loss of $0.02 million in 2009, due to the change in our operating loss described above and the following factors, each as described more fully below:

A benefit for income taxes of $40.7 million during 2010, as compared to a provision for income taxes of $9.7 million during 2009, described more fully below.

A benefit for income taxes of $40.7 million during 2010, as compared to a provision for income taxes of $9.7 million during 2009, described more fully below.
A $17.4 million decrease in the net gain on the extinguishment of debt for 2010, as compared to 2009, relating to the repurchase of a portion of our senior notes, described more fully below.
A $10.2 million increase in our income from discontinued operations for 2010, as compared to 2009, due primarily to 2009 including the impairment of goodwill associated with our Corporate Magic business, as well as 2010 including the gain on sale, and the related income tax benefit, of our Corporate Magic business, described more fully below.
A $17.4 million decrease in the net gain on the extinguishment of debt for 2010, as compared to 2009, relating to the repurchase of a portion of our senior notes, described more fully below.

A $10.2 million increase in our income from discontinued operations for 2010, as compared to 2009, due primarily to 2009 including the impairment of goodwill associated with our Corporate Magic business, as well as 2010 including the gain on sale, and the related income tax benefit, of our Corporate Magic business, described more fully below.

A $4.8 million increase in our interest expense, net of amounts capitalized, for 2010, as compared to 2009, due primarily to interest incurred on our convertible senior notes, partially offset by decreased interest incurred on our 8% senior notes and 6.75% senior notes as a result of the repurchase of portions of those notes, as described more fully below.
A $3.4 million decrease in other gains and losses for 2010, as compared to 2009, due primarily to the receipt of $3.6 million during 2009 under a tax increment financing arrangement related to the Ryman Auditorium, described below.
2009 Results As Compared to 2008 Results
The decrease in our total revenues and total operating expenses during 2009, as compared to 2008, was due primarily to decreased Hospitality segment revenues and operating expenses, as more fully described below. The decrease in Hospitality revenues in the 2009 period were partially offset by $27.7 million in attrition and cancellation fee collections, a $13.2 million increase from the 2008 period.
These decreased Hospitality segment revenues and operating expenses were offset by a $19.3 million decrease in impairment charges and a $19.2 million decrease in preopening costs, which resulted in operating income increasing to $56.8 million for 2009, as compared to operating income of $36.7 million in 2008.
Our net loss was $0.02 million in 2009, as compared to net income of $4.4 million in 2008, due to our operating income described above and the following factors, each as described more fully below:
A $12.5 million increase in interest expense, net of amounts capitalized, for 2009, as compared to 2008, primarily due to a $15.6 million decrease in capitalized interest as a result of the completion of construction of Gaylord National in 2008, described more fully below.
An $8.7 million increase in our provision for income taxes for 2009, as compared to 2008, described more fully below.
A loss from discontinued operations of $7.1 million during 2009, as compared to income from discontinued operations of $0.5 million during 2008, primarily as a result of the 2009 period including the impairment of goodwill associated with our Corporate Magic business.

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A $3.4 million decrease in other gains and losses for 2010, as compared to 2009, due primarily to the receipt of $3.6 million during 2009 under a tax increment financing arrangement related to the Ryman Auditorium, described below.

Factors and Trends Contributing to Operating Performance in 2011 Compared to 2010


The most important factors and trends contributing to our operating performance in 2011 as compared to 2010 were:

The Nashville Flood during 2010, specifically, $55.3 million in preopening costs and $42.3 million in net casualty loss incurred in 2010, as well as the negative impact of the affected properties being closed and the cash flow impact of remediation and rebuilding costs.

Increased occupancy levels and ADR at Gaylord Opryland (an increase of 7.4 percentage points of occupancy and an increase of 6.3% in ADR for 2011, as compared to the period that the hotel was open during 2010) resulting from increased levels of group business during 2011 and increased outside-the-room spending at Gaylord Opryland (an increase of 18.6% for 2011, as compared to the period that the hotel was open during 2010) due primarily to increased banquet spending by group business. These factors resulted in increased RevPAR and increased Total RevPAR at Gaylord Opryland for 2011, as compared to the period that the hotel was open during 2010.

A $2.4 million increase in other gains and losses for 2009, as compared to 2008, due primarily to the receipt of $3.6 million during 2009 under a tax increment financing arrangement related to the Ryman Auditorium, described below.
A $2.4 million increase in interest income in 2009, as compared to 2008, primarily related to our receipt of the Gaylord National bonds in 2008 described below.
Increased occupancy levels and ADR at Gaylord Texan (an increase of 3.3 percentage points of occupancy and an increase of 8.2% in ADR for 2011, as compared 2010). Gaylord Texan benefitted from the impact of the Super Bowl in February 2011, solid group performance throughout the year, the opening of the new resort pool complex in May 2011 and the impact of our new DreamWorks offerings. These factors resulted in increased RevPAR and increased Total RevPAR at Gaylord Texan for 2011, as compared to 2010.

Decreased occupancy levels at Gaylord National (a decrease of 4.9 percentage points of occupancy for 2011 as compared to 2010), primarily due to a decrease is associations and governmental groups. The decrease in governmental groups is partially driven by the uncertainty surrounding the U.S. government budget, as well as reductions in the federal per diem rate. The decrease in associations and governmental groups also led to decreased outside-the-room spending at Gaylord National (a decrease of 9.6% for 2011 as compared to 2010).

Factors and Trends Contributing to Operating Performance in 2010 Compared to 2009

The most important factors and trends contributing to our operating performance in 2010 as compared to 2009 were:

The Nashville Flood during 2010, specifically, $55.3 million in preopening costs and $42.3 million in net casualty loss incurred in 2010, as well as the negative impact of the affected properties being closed and the cash flow impact of remediation and rebuilding costs.

The Nashville Flood during 2010, specifically, $55.3 million in preopening costs and $42.3 million in net casualty loss incurred in 2010, as well as the negative impact of the affected properties being closed and the cash flow impact of remediation and rebuilding costs.
Increased occupancy levels at our hotels other than Gaylord Opryland (an increase of 6.7 percentage points of occupancy for 2010, as compared to 2009) resulting from increased levels of group business during 2010, partially offset by lower ADR at our hotels other than Gaylord Opryland during 2010 (a decrease of 5.8% for 2010, as compared to 2009), due primarily to continued pressure on room rates. These factors, when combined with increased outside-the-room spending, resulted in increased RevPAR and increased Total RevPAR at our hotels other than Gaylord Opryland for 2010, as compared to 2009.
Decreased attrition and cancellation levels for 2010, as compared to 2009, which increased our revenue, operating income, RevPAR and Total RevPAR at our hotels other than Gaylord Opryland. Attrition at our hotels other than Gaylord Opryland for 2010 was 11.9% of bookings, compared to 16.9% for 2009. Cancellations at our hotels other than Gaylord Opryland for 2010 decreased 32.8%, as compared to 2009. Attrition at Gaylord Opryland for 2010, for the period that the hotel was open, was 11.4% of bookings, compared to 10.5% for the 2009 period. During 2010, Gaylord Opryland experienced approximately 283,000 cancellations due to the closure of the property, which is net of room nights moved to our other properties.
Factors and Trends Contributing to Operating Performance in 2009 Compared to 2008
The most important factors and trends contributing to our operating performance in 2009 as compared to 2008 were:
The opening of Gaylord National in April 2008 and resulting increased revenues (revenues of $231.3 million and $169.2 million in 2009 and 2008, respectively), operating expenses (operating expenses of $171.4 million and $136.4 million in 2009 and 2008, respectively) and depreciation expense (depreciation expense of $32.4 million and $23.9 million in 2009 and 2008, respectively).
Decreased same-store (defined as hotels other than Gaylord National) occupancy levels (a decrease of 8.6 percentage points of occupancy in 20092009) resulting from increased levels of group business during 2010, partially offset by lower ADR at our hotels other than Gaylord Opryland during 2010 (a decrease of 5.8% for 2010, as compared to 2009), due primarily to continued pressure on room rates. These factors, when combined with increased outside-the-room spending, resulted in increased RevPAR and increased Total RevPAR at our hotels other than Gaylord Opryland for 2010, as compared to 2008) resulting from lower levels of group business during the period, combined with lower same-store ADR (a decrease of 4.7% in 2009 as compared to 2008) and lower same-store outside-the-room spend (a decrease of 13.1% in 2009 as compared to 2008) resulting from the decrease in occupancy. This combination resulted in decreased same-store RevPAR and Total RevPAR of 15.6% and 14.1%, respectively, in 2009, as compared to 2008. As used herein, same-store Hospitality properties exclude Gaylord National for the 2009 and 2008 periods as a result of the fact that Gaylord National opened in April 2008.
Increased same-store attrition and cancellation levels in 2009, as compared to 2008, which decreased our same-store operating income, RevPAR and Total RevPAR. Same-store attrition in 2009 was 13.0% of bookings, compared to 11.3% in 2008.
The absence of preopening costs in 2009, as compared to 2008, due to the opening of the Gaylord National hotel in April 2008, which increased our operating income for 2009.
Impairment charges of $19.3 million in 2008, as more fully described below.

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Decreased attrition and cancellation levels for 2010, as compared to 2009, which increased our revenue, operating income, RevPAR and Total RevPAR at our hotels other than Gaylord Opryland. Attrition at our hotels other than Gaylord Opryland for 2010 was 11.9% of bookings, compared to 16.9% for 2009. Cancellations at our hotels other than Gaylord Opryland for 2010 decreased 32.8%, as compared to 2009. Attrition at Gaylord Opryland for 2010, for the period that the hotel was open, was 11.4% of bookings, compared to 10.5% for the 2009 period. During 2010, Gaylord Opryland experienced approximately 283,000 cancellations due to the closure of the property, which is net of room nights moved to our other properties.


Operating Results — Detailed Segment Financial Information

Hospitality Segment

Total Segment Results.The following presents the financial results of our Hospitality segment for the years ended December 31, 2011, 2010 2009 and 20082009 (in thousands, except percentages and performance metrics):

                     
  2010  %Change  2009  %Change  2008 
Hospitality revenue (1) $722,938   -11.2% $814,154   -4.0% $848,332 
Hospitality operating expenses:                    
Operating costs  434,110   -10.0%  482,420   -4.2%  503,599 
Selling, general and administrative  106,006   -10.3%  118,118   -3.7%  122,676 
Depreciation and amortization  91,117   -10.2%  101,445   4.3%  97,229 
                  
Total Hospitality operating expenses  631,233   -10.1%  701,983   -3.0%  723,504 
                  
Hospitality operating income (2) $91,705   -18.2% $112,171   -10.1% $124,828 
                  
Hospitality performance metrics:                    
Occupancy (6)  70.7%  7.4%  65.8%  -8.9%  72.2%
ADR $164.91   -2.6% $169.23   -1.2% $171.36 
RevPAR (3) (6) $116.61   4.8% $111.30   -10.0% $123.69 
Total RevPAR (4) (6) $302.80   9.9% $275.55   -9.9% $305.74 
Net Definite Room Nights Booked (5)  1,332,000   28.2%  1,039,000   -35.9%  1,620,000 

   2011  % Change  2010  % Change  2009 

Hospitality revenue (1)

  $886,634    22.6 $722,938    -11.2 $814,154  

Hospitality operating expenses:

      

Operating costs

   518,072    19.3  434,110    -10.0  482,420  

Selling, general and administrative

   128,103    20.8  106,006    -10.3  118,118  

Depreciation and amortization

   109,520    20.2  91,117    -10.2  101,445  
  

 

 

   

 

 

   

 

 

 

Total Hospitality operating expenses

   755,695    19.7  631,233    -10.1  701,983  
  

 

 

   

 

 

   

 

 

 

Hospitality operating income (2)

  $130,939    42.8 $91,705    -18.2 $112,171  
  

 

 

   

 

 

   

 

 

 

Hospitality performance metrics:

      

Occupancy (6)

   72.2  2.1  70.7  7.4  65.8

ADR

  $167.27    1.4 $164.91    -2.6 $169.23  

RevPAR (3) (6)

  $120.77    3.6 $116.61    4.8 $111.30  

Total RevPAR (4) (6)

  $304.58    0.6 $302.80    9.9 $275.55  

Net Definite Room Nights Booked (5)

   1,452,000    9.0  1,332,000    28.2  1,039,000  

(1)Hospitality results and performance metrics include the results of our Gaylord Hotels and Radisson Hotel for all periods presented. Results and performance metrics include Gaylord National from its opening in April 2008 and do not include any amounts related to Gaylord Opryland from May 3, 2010 through November 14, 2010 due to the flood.Nashville Flood.
(2)Hospitality operating income does not include the effect of casualty loss and preopening costs and impairment charges.costs. See the discussion of casualty loss and preopening costs and impairment charges set forth below.
(3)We calculate Hospitality RevPAR by dividing room sales by room nights available to guests for the period. Hospitality RevPAR is not comparable to similarly titled measures such as revenues.
(4)We calculate Hospitality Total RevPAR by dividing the sum of room sales, food and beverage, and other ancillary services (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.
(5)Net Definite Room Nights booked for 2010 is net of approximately 283,000 cancellations due to the closure of Gaylord Opryland. Net Definite Room Nights Booked included 561,000, 196,000 and 460,000 room nights during 2010, 2009 and 2008, respectively, related to Gaylord National, which opened in April 2008. Net Definite Room Nights Booked during 2008 included approximately 200,000 room nights related to the proposed hotel expansions.
(6)Excludes 5,17123,960 room nights that were taken out of service during 20082011 as a result of a multi-year rooms renovation program at Gaylord Opryland. The rooms renovation program was completed in February 2008. Also excludes 1,408 room nights that were not in service during 2008, as these rooms were not released from construction on the date Gaylord National commenced normal operations.Palms.

The increase in total Hospitality segment revenue for 2011, as compared to 2010, was due primarily to a $178.5 million increase at Gaylord Opryland primarily as a result of being closed during a portion of 2010 due to the Nashville Flood, partially offset by a $14.8 million decrease at our other hotel properties primarily as a result of decreased occupancy rates and decreased outside-the-room spending during 2011 at Gaylord National, as well as decreases in total revenue at Gaylord Palms, partially attributable to the rooms renovation program.

The decrease in total Hospitality segment revenue for 2010, as compared to 2009, was due primarily to a $133.7 million decrease at Gaylord Opryland as a result of being closed due to the Nashville Flood, partially offset by a $42.5 million increase at our other hotel properties as a result of increased occupancy levels and increased outside-the-room spending resulting from higher levels of group business during 2010. Total Hospitality revenues were negatively impacted by a decline of $18.4 million in attrition and cancellation fee collections during 2010, as compared to 2009.

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The decrease in total Hospitality segment revenue for 2009, as compared to 2008, was due primarily to a decrease in same-store Hospitality segment revenue during 2009, as compared to 2008, due to decreased occupancy levels, decreased ADR and decreased outside-the-room spending. The impact of these items was partially offset by Gaylord National being in service for the full year of 2009, as described below. The decrease in Hospitality revenues were also partially offset by a $13.2 million increase in attrition and cancellation fee collections during 2009, as compared to 2008.
The percentage of group versus transient business based on rooms sold for our hospitality segment for the years ended December 31 was approximately as follows:
             
  2010  2009  2008 
Group  78.4%  77.8%  81.1%
Transient  21.6%  22.2%  18.9%

   2011  2010  2009 

Group

   78.4  78.4  77.8

Transient

   21.6  21.6  22.2

The type of group based on rooms sold for our hospitality segment for the years ended December 31 was approximately as follows:

             
  2010  2009  2008 
Corporate Groups  51.8%  43.6%  46.5%
Associations  33.4%  38.5%  36.5%
Other Groups  14.8%  17.9%  17.0%

   2011  2010  2009 

Corporate Groups

   49.7  51.8  43.6

Associations

   34.8  33.4  38.5

Other Groups

   15.5  14.8  17.9

The slight decrease in corporate groups during 2011, as compared to 2010, was primarily the result of the normal shifts that we experience from year to year. The increase in group business, as well as the significant increase in corporate groups, during 2010, as compared to 2009, iswas primarily the result of the macroeconomic factors discussed above in “Overall Outlook”, specifically, increases in group travel and decreases in groups cancelling or experiencing attrition during 2010 as compared to 2009. The decrease in group business in 2009, as compared to 2008, primarily represents the negative recessionary macroeconomic factors and specific group travel habits discussed above.

Hospitality segment operating expenses consist of direct operating costs, selling, general and administrative expenses, and depreciation and amortization expense. The increase in Hospitality operating expenses for 2011, as compared to 2010, is primarily attributable to a $122.4 million increase in operating expenses for Gaylord Opryland as a result of being closed during a portion of 2010 due to the Nashville Flood, as well as increases at Gaylord Texan and Gaylord Palms, partially offset by a decrease in operating expenses at Gaylord National, as described below. The decrease in Hospitality segment operating expenses for 2010, as compared to 2009, is primarily attributable to a $94.6 million decrease in operating expenses for Gaylord Opryland as a result of being closed due to the Nashville Flood, partially offset by increased operating expenses at Gaylord Texan and Gaylord National, as described below. The decrease in Hospitality operating expenses for 2009, as compared to 2008, is primarily attributable to decreases in operating expenses for our same-store Hospitality properties for 2009, partially offset by increased operating expenses associated with the fact that the Gaylord National was not operational for all of 2008 (the Gaylord National opened in April 2008). Total Hospitality segment operating expenses were also impacted by $3.4 million of severance costs recognized during 2009, as described below.

Hospitality segment operating costs, which consist of direct costs associated with the daily operations of our hotels (primarily room, food and beverage and convention costs), increased during 2011, as compared to 2010, primarily due to a $93.1 million increase at Gaylord Opryland as a result of being closed during a portion of 2010 due to the Nashville Flood, partially offset by a decrease in operating costs at Gaylord National, as described below. Hospitality segment operating costs decreased during 2010, as compared to 2009, primarily due to a $74.7 million decrease at Gaylord Opryland as a result of being closed due to the Nashville Flood, partially offset by an increase in operating costs at Gaylord National, Gaylord Texan and Gaylord Palms, as described below. Hospitality operating costs decreased during 2009, as compared to 2008, due to decreases in operating costs for our same-store Hospitality properties for 2009, partially offset by the fact that the Gaylord National was not operational for all of 2008 (the Gaylord National opened in April 2008), as described below.

Total

Hospitality segment selling, general and administrative expenses, consisting of administrative and overhead costs, increased in 2011, as compared to 2010, primarily as a result of an increase of $20.6 million at Gaylord Opryland as a result of being closed during a portion of 2010 due to the Nashville Flood, as described below. Hospitality segment selling, general and administrative expenses decreased in 2010, as compared to 2009, primarily as a result of a decrease of $18.2 million at Gaylord Opryland as a result of being closed due to the Nashville Flood, partially offset by slight increases at Gaylord Texan, Gaylord Palms and Gaylord National, as described below. Total

Hospitality segment selling, generaldepreciation and administrative decreased in 2009,amortization expense increased during 2011, as compared to 2008,2010, primarily as a result of an increase at each of our same-store Hospitality segment properties, primarilyGaylord Opryland due to our cost containment initiative, partially offset by the fact thatnew fixed assets placed in service as part of the rebuilding after the Nashville Flood, as well as $8.2 million in depreciation expense related to the disposal of certain fixed assets associated with the construction of the new resort pool and the rooms renovation program at Gaylord National was not operational for all of 2008 (the Gaylord National opened in April 2008), as described below.

Palms. Hospitality segment depreciation and amortization expense decreased during 2010, as compared to 2009, primarily as a result of a decrease at Gaylord Palms due to the initial furniture, fixtures and equipment placed in service at the hotel’s opening in 2002 becoming fully depreciated during 2010, as well as a decrease at Gaylord Opryland as a result of the Nashville Flood. Hospitality depreciation and

30


amortization expense increased during 2009, as compared to 2008, due to the opening of the Gaylord National and the related fixed assets placed into service.
Property-Level Results.The following presents the property-level financial results for the years ended December 31, 2011, 2010 2009 and 2008 (Gaylord National opened in April 2008):
2009:

Gaylord Opryland Results.The results of Gaylord Opryland for the years ended December 31, 2011, 2010 2009 and 20082009 are as follows (in thousands, except percentages and performance metrics):

                     
  2010  % Change  2009  % Change  2008 
   
Total revenues (1) $113,308   -54.1% $247,053   -16.7% $296,666 
Operating expense data:                    
Operating costs  76,629   -49.4%  151,367   -13.5%  174,927 
Selling, general and administrative  15,493   -54.1%  33,723   -10.5%  37,692 
Hospitality performance metrics:                    
Occupancy (1)  65.4%  -1.7%  66.5%  -12.4%  75.9%
ADR $144.38   -3.8% $150.07   -4.6% $157.30 
RevPAR (1) $94.41   -5.3% $99.74   -16.4% $119.32 
Total RevPAR (1) $234.27   -0.4% $235.10   -16.9% $282.90 

   2011  % Change  2010  % Change  2009 

Total revenues (1)

  $291,781    157.5 $113,308    -54.1 $247,053  

Operating expense data:

      

Operating costs

   169,777    121.6  76,629    -49.4  151,367  

Selling, general and administrative

   36,078    132.9  15,493    -54.1  33,723  

Hospitality performance metrics:

      

Occupancy (1)

   72.8  11.3  65.4  -1.7  66.5

ADR

  $153.54    6.3 $144.38    -3.8 $150.07  

RevPAR (1)

  $111.76    18.4 $94.41    -5.3 $99.74  

Total RevPAR (1)

  $277.61    18.5 $234.27    -0.4 $235.10  

(1)Gaylord Opryland results and performance do not include the effect of casualty loss and preopening costs and are for the periods of time that the hotel was open. See the discussion of casualty loss and preopening costs set forth below. Excludes 5,171 room nights that were taken out of service during the year ended December 31, 2008 as a result of a multi-year rooms renovation program at Gaylord Opryland. The rooms renovation program was completed in February 2008.

Total revenue decreasedincreased at Gaylord Opryland during 2010,2011, as compared to 2009,2010, as a result of the hotel closing on May 3, 2010 as a result of the Nashville Flood. Gaylord Opryland reopened on November 15, 2010. Gaylord Opryland RevPAR and Total RevPAR increased as compared to the 2010 period in which the hotel was open as a result of increased occupancy, primarily corporate groups, and increased ADR. The increase in corporate groups also led to increases in outside-the-room spending at the hotel, which drove the hotel’s increased Total RevPAR during 2011.

Total revenue decreased at Gaylord Opryland during 2010, as compared to 2009, as a result of the hotel closing during a portion of 2010 as a result of the Nashville Flood. For the period that the hotel was open, while occupancy was relatively stable for 2010, as compared to 2009, a decrease in ADR during 2010, primarily as a result of continued pressure on room rates, resulted in a decreased RevPAR during 2010. Total RevPAR remained fairly stable due to an increase in outside-the-room spending. Revenue and Total RevPAR were also negatively impacted by a decrease in collections of attrition and cancellation fees during 2010.

The decrease in

Operating costs and selling, general and administrative expense at Gaylord Opryland revenue, RevPAR and Total RevPARincreased during 2009,2011, as compared to 2008, was due to a combination of lower occupancy2010, and a lower ADR, as the hotel experienced lower levels of group business during the period thandecreased in the prior year. This decrease in group business also led to decreases in banquet, catering and other outside-the-room spending at the hotel, which reduced the hotel’s Total RevPAR for the period. These decreases were partially offset by increased collection of attrition and cancellation fees during 2009.

Operating costs at Gaylord Opryland during 2010, as compared to 2009, decreased due to the hotel closing as a result of the Nashville Flood. Operating costs at Gaylord Opryland during 2009, as compared to 2008, decreased due to decreased variable operating costs associated with the lower levels of occupancy and outside-the-room spending at the hotel, as well as aggressive management of costs.
Selling, general and administrative expenses at Gaylord Opryland decreased during 2010, as compared to 2009, primarily due to the hotel closing as a result of the Nashville Flood, as well as overall expense reductions associated with our cost containment initiative. Selling, general and administrative expenses at Gaylord Opryland decreased during 2009, as compared to 2008, primarily due to the results of our cost containment initiative and a decrease in bad debt expense associated with the write-down of a receivable from a large convention customer in the prior year.

31


Gaylord Palms Results.The results of Gaylord Palms for the years ended December 31, 2011, 2010 2009 and 20082009 are as follows (in thousands, except percentages and performance metrics):
                     
  2010  % Change  2009  % Change  2008 
   
Total revenues $156,395   -0.5% $157,209   -13.0% $180,777 
Operating expense data:                    
Operating costs  91,428   1.2%  90,365   -11.4%  102,011 
Selling, general and administrative  30,690   8.3%  28,342   -12.9%  32,528 
Hospitality performance metrics:                    
Occupancy  74.0%  10.4%  67.0%  -13.3%  77.3%
ADR $156.73   -11.0% $176.13   -1.3% $178.42 
RevPAR $116.00   -1.7% $118.01   -14.4% $137.93 
Total RevPAR $304.75   -0.5% $306.34   -12.8% $351.30 

   2011  % Change  2010  % Change  2009 

Total revenues

  $149,859    -4.8 $156,395    -0.5 $157,209  

Operating expense data:

      

Operating costs

   88,864    -2.8  91,428    1.2  90,365  

Selling, general and administrative

   31,314    2.0  30,690    8.3  28,342  

Hospitality performance metrics:

      

Occupancy (1)

   73.9  -0.1  74.0  10.4  67.0

ADR

  $155.09    -1.0 $156.73    -11.0 $176.13  

RevPAR (1)

  $114.58    -1.2 $116.00    -1.7 $118.01  

Total RevPAR (1)

  $306.31    0.5 $304.75    -0.5 $306.34  

(1)Excludes 23,960 room nights that were taken out of service during 2011 as a result of a rooms renovation program at Gaylord Palms.

Gaylord Palms results in 2011 were impacted by lower-rated group business that was booked during the worst of the recent economic recession, as well as the impact of the planned renovation of the property’s room product and the construction of a sports bar, resort pool complex and events lawn. While the property worked to minimize disruption, the renovation and construction activity did impact the property’s flexibility in accommodating in-the-year, for-the-year group and transient business. These projects are anticipated to be completed in the first half of 2012. Gaylord Palms revenue and RevPAR decreased in 2011, as compared to 2010, as a result of a decrease in occupancy driven by a decrease in corporate groups and a decrease in ADR due to a shift from corporate groups to association and other lower-rated groups. However, during the fourth quarter of 2011, Gaylord Palms experienced an increase in outside-the-room spending, which partially offset the decrease in revenue and was responsible for the increase in Total RevPAR for 2011.

Gaylord Palms total revenue remained stable in 2010, as compared to 2009. The hotel experienced an increase in occupancy during 2010, primarily as a result of increased group business. However, ADR decreased, primarily due to a recent increase in room supply in the Orlando, Florida market that has seen slow absorption due to the challenging economic environment, resulting in a decreased RevPAR. Total RevPAR decreased slightly during 2010, due to the above factors, as well as a decrease in collections of attrition and cancellation fees, partially offset by an increase in outside-the-room spending at the hotel.

The decrease in

Operating costs at Gaylord Palms revenue, RevPAR and Total RevPAR in 2009,decreased during 2011 as compared to 2008, was2010, primarily due toas a combinationresult of decreased occupancylower employment costs and a lower ADR atcost of sales associated with the hotel during the period. The hotel suffered a decreasedecline in group business during 2009, which also led to decreases in banquet, catering and other outside-the-room spending at the hotel. This reduced the hotel’s Total RevPAR for the period. These decreases were partially offset by increased collection of attrition and cancellation fees.

revenues. Operating costs at Gaylord Palms remained relatively stable during 2010 as compared to 2009. Operating costs at Gaylord Palms

Selling, general and administrative expenses remained relatively stable during 2009 decreased2011, as compared to 2008, primarily due to decreased variable operating costs associated with the lower levels of occupancy and outside-the-room spending at the hotel, as well as aggressive management of costs.

2010. Selling, general and administrative expenses increased during 2010, as compared to 2009, primarily due to an increase in selling expense and incentive compensation expense. Selling, general and administrative expenses decreased during 2009, as compared to 2008, primarily due to a decrease in expenses associated with certain cost control methods implemented by the hotel.

32


Gaylord Texan Results.The results of Gaylord Texan for the years ended December 31, 2011, 2010 2009 and 20082009 are as follows (in thousands, except percentages and performance metrics):
                     
  2010  % Change  2009  % Change  2008 
   
Total revenues $192,183   12.2% $171,357   -11.1% $192,706 
Operating expense data:                    
Operating costs  105,023   6.9%  98,224   -13.1%  113,091 
Selling, general and administrative  24,525   10.4%  22,223   -6.5%  23,770 
Hospitality performance metrics:                    
Occupancy  72.4%  9.2%  66.3%  -7.9%  72.0%
ADR $164.82   -0.2% $165.13   -7.7% $178.88 
RevPAR $119.27   8.9% $109.49   -15.0% $128.77 
Total RevPAR $348.46   12.1% $310.74   -10.8% $348.46 

   2011  % Change  2010  % Change  2009 

Total revenues

  $202,310    5.3 $192,183    12.2 $171,357  

Operating expense data:

      

Operating costs

   109,634    4.4  105,023    6.9  98,224  

Selling, general and administrative

   25,667    4.7  24,525    10.4  22,223  

Hospitality performance metrics:

      

Occupancy

   75.7  4.6  72.4  9.2  66.3

ADR

  $178.32    8.2 $164.82    -0.2 $165.13  

RevPAR

  $135.03    13.2 $119.27    8.9 $109.49  

Total RevPAR

  $366.89    5.3 $348.46    12.1 $310.74  

The increase in Gaylord Texan revenue, RevPAR and Total RevPAR during 2011, as compared to 2010, was primarily due to increased occupancy and increased ADR, driven by solid group performance throughout the year, and an increase in higher-rated transient business due to the impact of the 2011 Super Bowl being held in metropolitan Dallas in February 2011 and the impact of the new resort pool that opened during May 2011. This increase offset a shift in business mix from higher-rated corporate groups to lower-rated association groups.

The increase in Gaylord Texan revenue, RevPAR and Total RevPAR during 2010, as compared to 2009, was primarily due to increased occupancy due to an increase in group business. This increase in group business also led to increases in banquet, catering and other outside-the-room spending at the hotel, which increased the hotel’s Total RevPAR for the period. These increases were partially offset by decreased collection of attrition and cancellation fees during 2010.

The decrease in

Operating costs at Gaylord Texan revenue, RevPAR and Total RevPARincreased during 2009,2011, as compared to 2008, was2010, primarily due to a combinationincreased variable operating costs associated with the higher levels of decreased occupancy and a lower ADR at the hotel during 2009, as the hotel suffered a decrease in group business. This decrease in group business also led to decreases in banquet, catering and other outside-the-room spending at the hotel, which reduced the hotel’s Total RevPAR for the period. These decreases were partially offset by increased collection of attrition and cancellation fees during 2009.

hotel. Operating costs at Gaylord Texan increased during 2010, as compared to 2009, primarily due to increased variable operating costs associated with the higher levels of occupancy and outside-the-room spending at the hotel, partially offset by lower utility costs and lower property taxes during 2010. Operating costs at Gaylord Texan decreased

Selling, general and administrative expenses increased during 2009,2011, as compared to 2008,2010, primarily due to decreased variable operating costs associated with the lower levels of occupancyincreased credit card fees and outside-the-room spending at the hotel, aggressive management of costs,increased advertising and lower utility costs due to declines in rate and usage.

promotional costs. Selling, general and administrative expenses increased during 2010, as compared to 2009, primarily due to increased incentive compensation expense. Selling, general and administrative expenses decreased during 2009, as compared to 2008, primarily due to the results of our cost containment initiative.

33


Gaylord National Results.Gaylord National commenced normal operations in early April 2008. The results of Gaylord National for the years ended December 31, 2011, 2010 2009 and 20082009 are as follows (in thousands, except percentages and performance metrics):
                     
  2010  % Change  2009  % Change  2008 
   
Total revenues $254,116   9.8% $231,341   36.7% $169,224 
Operating expense data:                    
Operating costs  158,256   13.6%  139,368   27.1%  109,629 
Selling, general and administrative  33,739   5.5%  31,982   19.6%  26,750 
Hospitality performance metrics:                    
Occupancy (1)  73.7%  14.4%  64.4%  4.5%  61.6%
ADR $191.00   -7.7% $206.86   2.0% $202.72 
RevPAR (1) $140.69   5.7% $133.16   6.7% $124.84 
Total RevPAR (1) $348.80   9.8% $317.54   2.7% $309.09 
(1)Excludes 1,408 room nights that were not in service during the year ended December 31, 2008 as these rooms were not released from construction on the date Gaylord National commenced normal operations.

   2011  % Change  2010  % Change  2009 

Total revenues

  $235,113    -7.5 $254,116    9.8 $231,341  

Operating expense data:

      

Operating costs

   145,970    -7.8  158,256    13.6  139,368  

Selling, general and administrative

   32,999    -2.2  33,739    5.5  31,982  

Hospitality performance metrics:

      

Occupancy

   68.8  -6.6  73.7  14.4  64.4

ADR

  $195.66    2.4 $191.00    -7.7 $206.86  

RevPAR

  $134.52    -4.4 $140.69    5.7 $133.16  

Total RevPAR

  $322.72    -7.5 $348.80    9.8 $317.54  

Gaylord National revenue, RevPAR and Total RevPAR decreased in 2011, as compared to 2010, primarily as a result of lower occupancy and decreased outside-the-room spending during 2011, primarily due to a decrease in associations and governmental groups that are typically booked in-the-year, for-the-year. The decrease in governmental groups was partially driven by the uncertainty surrounding the U.S. government budget, as well as reductions in the federal per diem rate. Despite the decrease in occupancy, ADR increased in 2011, as compared to 2010, aided by growth in ADR among association groups and transient guests. In addition, 2010 was benefitted by the transfer of rooms from Gaylord Opryland as a result of the Nashville Flood.

Gaylord National revenue, RevPAR and Total RevPAR increased in 2010, as compared to 2009, primarily as a result of higher occupancy and higher outside-the-room spending, primarily due to an increase in associations and corporate groups. Gaylord National ADR decreased during 2010, primarily due to continued pressure on room rates. The 2010 decrease in ADR was also impacted by comparison to a higher ADR during 2009 due to the presidential inauguration. Revenue and Total RevPAR were negatively impacted by a decrease in collections of attrition and cancellation fees during 2010.

Operating costs at Gaylord National decreased during 2011, as compared to 2010, primarily due to decreased variable operating costs associated with the decrease in occupancy and outside-the-room revenues, as well as a decrease in property taxes. Operating costs at Gaylord National in 2010, as compared to 2009, increased primarily due to increased variable operating costs associated with the increase in occupancy and outside-the-room spending, as well as higher employment costs as a result of new collective bargaining agreements.

Selling, general and administrative expenses decreased during 2011, as compared to 2010, primarily due to a decrease in incentive compensation costs. Selling, general and administrative expenses increased during 2010, as compared to 2009, primarily due to an increase in incentive compensation expense.

Revenue, operating costs and selling, general and administrative expenses increased during 2009, as compared to 2008, as a result of Gaylord National being open for the full year in 2009 (Gaylord National opened in April, 2008).

Opry and Attractions Segment

The following presents the financial results of our Opry and Attractions segment for the years ended December 31, 2011, 2010 2009 and 20082009 (in thousands, except percentages):

                     
  2010  % Change  2009  % Change  2008 
   
Total revenues $46,918   -19.9% $58,599   -10.8% $65,670 
Operating expense data:                    
Operating costs  29,700   -16.2%  35,422   -15.2%  41,767 
Selling, general and administrative  11,271   -16.2%  13,454   -5.2%  14,198 
Depreciation and amortization  4,710   0.8%  4,673   -4.1%  4,871 
                  
Operating income (1) $1,237   -75.5% $5,050   4.5% $4,834 
                  

   2011   % Change  2010   % Change  2009 

Total revenues

  $65,386     39.4 $46,918     -19.9 $58,599  

Operating expense data:

        

Operating costs

   36,626     23.3  29,700     -16.2  35,422  

Selling, general and administrative

   14,738     30.8  11,271     -16.2  13,454  

Depreciation and amortization

   5,262     11.7  4,710     0.8  4,673  
  

 

 

    

 

 

    

 

 

 

Operating income (1)

  $8,760     608.2 $1,237     -75.5 $5,050  
  

 

 

    

 

 

    

 

 

 

(1)Opry and Attractions segment results do not include the effect of casualty loss and preopening costs. See the discussion of casualty loss and preopening costs set forth below.

The decreaseincrease in revenues in the Opry and Attractions segment during 2011, as compared to 2010, and the decrease in revenues during 2010, as compared to 2009, is primarily due to increases and decreases in each of the businesses that were closed during a portion of 2010 as a result of the Nashville Flood.

The decrease in revenues in the Opry and Attractions segment during 2009, as compared to 2008, is primarily due to a decrease in revenues at the Grand Ole Opry, Wildhorse Saloon and General

34


Jackson showboat, due to general decreases in consumer spending, as well as decreases from groups that travel to Gaylord Opryland and take advantage of these offerings due to lower levels of group travel.
The decreaseincrease in Opry and Attractions operating costs and selling, general and administrative expenses during 2010,2011, as compared to 2009, was due primarily to decreases in each of2010, and the businesses that were closed as a result of the Nashville Flood. The decrease in Opry and Attractions operating costs during 2009, as compared to 2008, was due primarily to decreased variable costs associated with the decreased revenues described above.
The decrease in Opry and Attractions selling, general and administrative expenses during 2010, as compared to 2009, was due primarily to increases and decreases in each of the businesses that were closed during a portion of 2010 as a result of the Nashville Flood. The decrease in Opry and Attractions selling, general and administrative expenses during 2009, as compared to 2008, was due primarily to our cost containment initiative.

Corporate and Other Segment

The following presents the financial results of our Corporate and Other segment for the year ended December 31, 2011, 2010 2009 and 20082009 (in thousands, except percentages):

                     
  2010  % Change  2009  % Change  2008 
   
Total revenues $105   14.1% $92   -77.7% $412 
Operating expense data:                    
Operating costs  10,798   17.0%  9,233   -6.3%  9,859 
Selling, general and administrative  40,893   0.3%  40,788   8.9%  37,451 
Depreciation and amortization  9,734   -6.8%  10,449   36.6%  7,651 
                  
Operating loss (1) $(61,320)  -1.6% $(60,378)  -10.7% $(54,549)
                  

   2011  % Change  2010  % Change  2009 

Total revenues

  $124    18.1 $105    14.1 $92  

Operating expense data:

      

Operating costs

   11,692    8.3  10,798    17.0  9,233  

Selling, general and administrative

   36,460    -10.8  40,893    0.3  40,788  

Depreciation and amortization

   10,507    7.9  9,734    -6.8  10,449  
  

 

 

   

 

 

   

 

 

 

Operating loss (1)

  $(58,535  4.5 $(61,320  -1.6 $(60,378
  

 

 

   

 

 

   

 

 

 

(1)Corporate and Other segment operating loss does not include the effect of casualty loss and impairment charges. See the discussion of casualty loss and impairment and other charges set forth below.

Corporate and Other segment revenue consists of rental income and corporate sponsorships.

Corporate and Other operating expenses consist of operating costs, selling, general and administrative expenses, and depreciation and amortization expense. Corporate and Other operating costs, which consist primarily of costs associated with information technology, increased during 2010,2011, as compared to 2009,2010, due primarily to higher employment costs. Corporate and Other selling, general and administrative expenses, which consist of senior management salaries and benefits, legal, human resources, accounting, pension and other administrative costs, decreased during 2011, as compared to 2010, due primarily to decreases in consulting costs and incentive compensation, as well as 2010 including a $2.8 million non-cash charge related to amendments to certain executives’ restricted stock unit agreements. Corporate and Other depreciation and amortization expense, which is primarily related to information technology equipment and capitalized electronic data processing software costs, increased during 2011, as compared to 2010, primarily due to an increase in software placed into service.

Corporate and Other operating costs increased during 2010, as compared to 2009, due primarily to higher employment costs. Corporate and Other selling, general and administrative expenses remained stable during 2010, as compared to 2009, due to increases in consulting costs and incentive compensation expense, including $2.8 million in non-cash expense related to amendments to certain executives’ restricted stock unit agreements, which were offset by expenses in 2009 including $4.0 million in severance costs incurred as part of our cost containment initiative, a $3.0 million non-cash charge to recognize compensation expense related to the surrender of certain executives’ stock options, and $1.9 million in expenses associated with the resolution of a potential proxy contest. Corporate and Other depreciation and amortization expense which is primarily related to information technology equipment and capitalized electronic data processing software costs, decreased during 2010, as compared to 2009, due to the impairment of equipment resulting from the Nashville Flood.

Corporate and Other operating costs decreased during 2009, as compared to 2008, due primarily to a decrease in employment costs associated with our cost containment initiative. Corporate and Other selling, general and administrative expenses increased during 2009, as compared to 2008, due primarily to $4.0 million in severance costs incurred as part of our cost containment initiative, a $3.0 million non-cash charge to recognize compensation expense related to the surrender of certain executives’ stock options, and $1.9 million in expenses associated with the resolution of a potential proxy contest. These increases were partially offset by consulting costs associated with a company-wide performance optimization project in 2008 that did not recur in 2009 and a decrease in employment costs associated with our cost containment initiative. Corporate and Other depreciation and amortization expense increased during 2009, as compared to 2008, due to additional information technology equipment and capitalized software costs placed in service.

35


Operating ResultsCasualty Loss

As a result of the Nashville Flood discussed above, during 2010, we recorded $92.3 million of expensethe years ended December 31, 2011 and $50.0 million of insurance proceeds related to the Nashville Flood as2010, casualty loss as followswas comprised of the following (in thousands):

                     
  Hospitality  Opry and
Attractions
  Corporate
and Other
  Insurance
Proceeds
  Total 
   
Site remediation $15,586  $2,895  $913  $  $19,394 
Impairment of property and equipment  30,470   7,366   7,134      44,970 
Other asset write-offs  1,811   1,098         2,909 
Non-capitalized repairs of buildings and equipment  1,649   2,932   239      4,820 
Continuing costs during shut-down period  15,644   3,023   779      19,446 
Other  169   93   520      782 
Insurance proceeds           (50,000)  (50,000)
   
Net casualty loss $65,329  $17,407  $9,585  $(50,000) $42,321 
   

   2011 
   Hospitality  Opry and
Attractions
   Corporate
and Other
  Total 

Site remediation

  $(179 $286    $(81 $26  

Impairment of property and equipment

   —      —       332    332  

Non-capitalized repairs of buildings and equipment

   —      67     14    81  

Other

   6    146     634    786  
  

 

 

  

 

 

   

 

 

  

 

 

 

Net casualty loss

  $(173 $499    $899   $1,225  
  

 

 

  

 

 

   

 

 

  

 

 

 

   2010 
   Hospitality   Opry and
Attractions
   Corporate
and Other
   Insurance
Proceeds
  Total 

Site remediation

  $15,586    $2,895    $913    $—     $19,394  

Impairment of property and equipment

   30,470     7,366     7,134     —      44,970  

Other asset write-offs

   1,811     1,098     —       —      2,909  

Non-capitalized repairs of buildings and equipment

   1,649     2,932     239     —      4,820  

Continuing costs during shut-down period

   15,644     3,023     779     —      19,446  

Other

   169     93     520     —      782  

Insurance proceeds

   —       —       —       (50,000  (50,000
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Net casualty loss

  $65,329    $17,407    $9,585    $(50,000 $42,321  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Lost profits from the interruption of the various businesses are not reflected in the above table.

See Note 2 to our Consolidated Financial Statements included herein for a further discussion of the components of these costs.

Insurance Proceeds

At May 3, 2010, we had in effect a policy of insurance with a per occurrence flood limit of $50.0 million at the affected properties. During 2010, we received $50.0 million in insurance proceeds and have recorded these insurance proceeds as an offset to the net casualty loss in the accompanying consolidated statement of operations. Effective July 1, 2010, we increased thisAt December 31, 2011, our per occurrence flood insurance to $100.0 million, and effective August 19, 2010, we increased this per occurrence flood insurance tois $150.0 million.

Operating ResultsPreopening costs

We expense the costs associated with start-up activities and organization costs associated with our development of hotels and significant attractions as incurred. AsOur preopening costs for 2011 primarily relate to a new restaurant concept at the Radisson Hotel at Opryland that opened in the third quarter of 2011.

In 2010, as a result of the extensive damage to Gaylord Opryland and the Grand Ole Opry House and the extended period in which these properties were closed, we have incurred costs associated with the reopening of these facilities through the date of reopening. We have included all costs directly related to redeveloping and reopening the affected properties, as well as all continuing operating costs not directly related to remediating the flooded properties, other than depreciation and amortization, incurred sincefrom June 10, 2010 (the date at which we determined that the remediation was substantially complete), through the date of reopening, as preopening costs. During 2010, we incurred $55.3 million in preopening costs. The majoritySee Note 2 to our Consolidated Financial Statements included herein for a further discussion of the costs classified as preopening costs during 2010 include employment costs ($29.0 million), advertising and promotional costs ($6.8 million), facility costs ($3.7 million), supplies ($3.0 million), property and other taxes ($2.7 million), equipment and facility rental ($1.7 million), and insurance costs ($1.3 million).

Preopening costs for 2008 were $19.2 million, the majoritycomponents of which was related to the construction of the Gaylord National, which opened in April 2008.
Operating Results — Impairment and other charges
Termination of Purchase Agreement for Westin La Cantera Resort.On April 15, 2008, we terminated the Agreement of Purchase and Sale dated as of November 19, 2007 (the “Purchase Agreement”) with LCWW Partners, a Texas joint venture, and La Cantera Development Company, a Delaware corporation (collectively, “Sellers”), to acquire the assets related to the Westin La Cantera Resort, located in San Antonio, Texas, on the basis that we did not obtain financing satisfactory to us. Pursuant to the terms of the Purchase Agreement and a subsequent amendment, we forfeited a $10.0 million deposit previously paid to Sellers. As a result, we recorded an impairment charge of $12.0 million during 2008 to write off the deposit, as well as certain transaction-related expenses that were also capitalized in connection with the potential acquisition.

36these costs.


Termination of Potential Development in Chula Vista, California. On November 17, 2008, we announced that we had terminated our plans to develop a resort and convention hotel in Chula Vista, California, due to prolonged planning and approval processes, a complicated regulatory and legal structure, and excessive off-site infrastructure costs. During 2008, we incurred a non-cash impairment charge of approximately $4.7 million to write off certain costs that were capitalized in connection with the Chula Vista project.
Investment in Waipouli Holdings, LLC.Through a joint venture arrangement, we hold an 18.1% ownership interest in Waipouli Holdings, LLC, which, through a wholly-owned subsidiary, previously owned the ResortQuest Kauai Beach at Makaiwa Hotel, located in Kapaa, Hawaii (“the Kauai Hotel”). During the fourth quarter of 2008, we determined that we would not be able to recover our investment in Waipouli Holdings, LLC by either continuing to operate the hotel or by selling the hotel. Therefore, we recorded an impairment charge of $2.5 million in 2008 to write off our investment balance and accrue the estimated costs of disposal related to Waipouli Holdings, LLC.
Non-Operating Results Affecting Net Income (Loss) Income

General

The following table summarizes the other factors which affected our net income (loss) income for the years ended December 31, 2011, 2010 2009 and 20082009 (in thousands, except percentages):

                     
  2010  % Change  2009  % Change  2008 
   
Interest expense, net of amounts capitalized $(81,426)  -6.3% $(76,592)  -19.5% $(64,069)
Interest income  13,124   -13.0%  15,087   18.9%  12,689 
Income (loss) from unconsolidated companies  608   12,260.0%  (5)  99.3%  (746)
Net gain on extinguishment of debt  1,299   -93.0%  18,677   -6.0%  19,862 
Other gains and (losses)  (535)  -118.8%  2,847   528.5%  453 
(Benefit) provision for income taxes  (40,718)  -517.9%  9,743   859.0%  1,016 
Income (loss) from discontinued operations, net of taxes  3,070   143.0%  (7,137)  -1,441.5%  532 

   2011  % Change  2010  % Change  2009 

Interest expense, net of amounts capitalized

  $(74,673  8.3 $(81,426  -6.3 $(76,592

Interest income

   12,460    -5.1  13,124    -13.0  15,087  

Income (loss) from unconsolidated companies

   1,086    78.6  608    12260.0  (5

Net gain on extinguishment of debt

   —      -100.0  1,299    -93.0  18,677  

Other gains and (losses)

   (916  -71.2  (535  -118.8  2,847  

(Provision) benefit for income taxes

   (7,420  -118.2  40,718    -517.9  (9,743

Income (loss) from discontinued operations, net of taxes

   109    -96.4  3,070    143.0  (7,137

Interest Expense, Net of Amounts Capitalized

Interest expense, net of amounts capitalized, decreased $6.8 million to $74.7 million (net of capitalized interest of $0.6 million in 2011) in 2011 as compared to 2010, due primarily to a 2011 decrease in interest expense associated with our refinanced credit facility, partially offset by the write-off of $1.7 million in deferred financing costs associated with our previous $1.0 billion credit facility. Our weighted average interest rate on our borrowings, excluding the write-off of deferred financing costs during the period, was 6.3% in 2011 as compared to 6.8% in 2010. Cash interest expense decreased $9.8 million to $55.8 million in 2011 as compared to 2010, and noncash interest expense, which includes amortization of deferred financing costs and debt discounts and capitalized interest, increased $3.1 million to $18.9 million in 2011 as compared to 2010.

Interest expense, net of amounts capitalized, increased $4.8 million to $81.4 million (net of capitalized interest of $1.2 million) in 2010 as compared to 2009, due primarily to a $20.1 million increase in interest expense related to our 3.75% convertible senior notes issued in September 2009, partially offset by decreases in interest expense on our 8% senior notes and 6.75% senior notes of $15.7 million and $2.0 million, respectively, as a result of the Company’s redemption and repurchase of all of the 8% senior notes in 2009 and a portion of the 6.75% senior notes in 2009 and 2010. Our weighted average interest rate on our borrowings, excluding the write-off of deferred financing costs during the period, was 6.8% in 2010 as compared to 6.2% in 2009. Cash interest expense decreased $4.2 million to $65.6 million in 2010 as compared to 2009, and noncash interest expense, which includes amortization of deferred financing costs and debt discounts and capitalized interest, increased $9.0 million to $15.8 million in 2010 as compared to 2009.

Interest expense, net of amounts capitalized, increased $12.5 million to $76.6 million (net of capitalized interest of $0.8 million) in 2009 as compared to 2008, due primarily to a $15.6 million decrease in capitalized interest as a result of the completion of construction of Gaylord National in 2008, $6.7 million in interest expense related to our 3.75% convertible senior notes issued in September 2009 and $4.5 million of increased interest expense under our $1.0 billion credit facility as a result of higher average debt balances during 2009. These increases are partially offset by decreases in interest expense on our 8% senior notes and 6.75% senior notes of $10.0 million and $2.7 million, respectively, as a result of the Company’s redemption and repurchase of all of the 8% senior notes and a portion of the 6.75% senior notes, and the 2008 period including $1.3 million for the write-off of deferred financing costs associated with the refinancing of our $1.0 billion credit facility. Our weighted average interest rate on our borrowings, excluding the write-off of deferred financing costs during the period, was 6.2% in 2009 as compared to 6.5% in 2008. Cash interest expense decreased $4.9 million to $69.8 million in 2009 as compared to 2008, and noncash interest expense increased $17.5 million to $6.8 million in 2009 as compared to 2008. The increase in noncash interest expense in 2009 as compared to 2008 is primarily the result of the decrease in capitalized interest in 2009.

37


Interest Income

Interest income for 2011, 2010 and 2009 primarily includes amounts earned on the notes that were received in connection with the development of Gaylord National.

The decrease in interest income during 2010, as compared to 2009, was primarily due to the discount on a portion of the notes that were received in connection with the development of Gaylord National becoming fully amortized into interest income during 2009.

The increase in interest income during 2009, as compared to 2008, is primarily due to a $3.5 million increase in accrued interest on the Gaylord National bonds subsequent to their delivery to us in April 2008.

Income (Loss) From Unconsolidated Companies

As more fully described in Note 7 to our consolidated financial statements included herein, we

We account for our minority investmentsinvestment in RHAC Holdings, LLC (the joint venture entity which ownsinvested in the Aston Waikiki Beach Hotel) and Waipouli Holdings, LLC (the joint venture entity which previously owned the Kauai Hotel) under the equity method of accounting. During 2008, we wrote off our investment in Waipouli Holdings, LLC. As we do not expect to make future contributions to the joint venture entity, we have not reduced the carrying value of our investment in Waipouli Holdings, LLC below zero or recognized our share of gains or losses of the joint venture for 2010 or 2009. Income from unconsolidated companies for the years ended December 31, 2011, 2010 2009 and 20082009 consisted of equity method income (loss) from these investments as follows (in thousands, except percentages):

                     
  2010  % Change  2009  % Change  2008 
   
RHAC Holdings, LLC $608   12,260.0% $(5)  -101.5% $334 
Waipouli Holdings, LLC (1)     0.0%     100.0%  (1,080)
                  
Total $608   12,260.0% $(5)  99.3% $(746)
                  
(1)Equity method loss for Waipouli Holdings, LLC for 2008 does not include the effect of an impairment charge. See the discussion of impairment and other charges set forth above.
As more fully discussed above in “Operating Results – Impairment and other charges,” we recognized a non-cash impairment charge of approximately $2.5 million during 2008 to write off our investment in Waipouli Holdings, LLC.
this investment.

Net Gain on Extinguishment of Debt

During 2010, we repurchased $28.5 million in aggregate principal amount of our outstanding 6.75% senior notes for $27.0 million. After adjusting for deferred financing costs and other costs, we recorded a pre-tax gain of $1.3 million as a result of the repurchases.

During the first three quarters of 2009, we repurchased $88.6 million in aggregate principal amount of our outstanding senior notes ($61.6 million of 8% senior notes and $27.0 million of 6.75% senior notes) for $62.5 million. After adjusting for deferred financing costs and other costs, we recorded a pre-tax gain of $24.7 million as a result of the repurchases.

On September 23, 2009, we commenced a cash tender offer for our outstanding 8% senior notes. Following the expiration of the tender offer on October 21, 2009, $223.6 million aggregate principal amount of our outstanding 8% senior notes had been validly tendered and were repurchased by us pursuant to the terms of the tender offer. We also called for redemption at a price of 102.667% of the principal amount thereof, plus accrued interest, on November 15, 2009, all remaining outstanding 8% senior notes. As a result of these transactions, after adjusting for deferred financing costs, the deferred gain on a terminated swap related to these notes, and other costs, we recorded a pre-tax loss of $6.0 million.

During 2008, we repurchased $45.8 million in aggregate principal amount of our outstanding senior notes ($28.5 million of 8% senior notes and $17.3 million of 6.75% senior notes) for $25.4 million. After adjusting for deferred financing costs, we recorded a pre-tax gain of $19.9 million as a result of the repurchase.

Other Gains and (Losses)

Our other gains and (losses) during 2011 and 2010 primarily consisted of miscellaneous income and expenses related to retirements of fixed assets.

38


Our other gains and (losses) during 2009 primarily consisted of the receipt of $3.6 million under a tax increment financing arrangement related to the Ryman Auditorium, partially offset by other miscellaneous income and expenses.
Our other gains and (losses) for 2008 primarily consisted of a $1.3 million gain from the termination of certain interest rate swaps in connection with the refinancing of our $1.0 Billion Credit Facility, partially offset by other miscellaneous income and expenses.

(Benefit) Provision(Provision) Benefit for Income Taxes

The effective tax rate as applied to pre-tax income (loss) income from continuing operations differed from the statutory federal rate due to the following:

             
  Years Ended December 31, 
  2010  2009  2008 
U.S. federal statutory rate  35%  35%  35%
State taxes (net of federal tax benefit and change in valuation allowance)  1%  22%  0%
Permanent items  -4%  -7%  -20%
Effect of tax law change  -1%  0%  0%
Unrecognized tax benefits  0%  8%  6%
   
   31%  58%  21%
   
Under the Patient Protection and Affordable Care Act, which became law on March 23, 2010, as amended by the Health Care and Education Reconciliation Act of 2010, which became law on March 30, 2010, we and other companies that receive a subsidy under Medicare Part D to provide retiree prescription drug coverage will no longer receive a Federal income tax deduction for the expenses incurred in connection with providing the subsidized coverage to the extent of the subsidy received. Because future anticipated retiree health care liabilities and related subsidies were already reflected

   Years Ended December 31, 
   2011  2010  2009 

U.S. federal statutory rate

   35  35  35

State taxes (net of federal tax benefit and change in valuation allowance)

   15  1  22

Permanent items

   0  -1  0

Federal tax credits

   -8  1  -7

Federal valuation allowance

   -2  -4  0

Effect of tax law change

   0  -1  0

Unrecognized tax benefits

   2  0  8
  

 

 

  

 

 

  

 

 

 
   42  31  58
  

 

 

  

 

 

  

 

 

 

The increase in our financial statements, this change required useffective tax rate for 2011, as compared to reduce the value of the related2010, resulted primarily from increases in state valuation allowances, increases in unrecognized tax benefits, recognizedand state taxes payable in its financial statements during the period the law was enacted. As a result, we recorded a one-time, non-cash tax charge of $0.7 million during 2010relation to reflectpre-tax income, partially offset by the impact of this change. This charge, as well as increasesfederal tax credits.

Increases in our valuation allowances and the impact of permanent items in relation to pre-tax income (loss) income,, resulted in a decreased effective tax rate for 2010 as compared to 2009.

The increase in our effective tax rate for 2009, as compared to 2008, resulted primarily from increases in state valuation allowances, increases in unrecognized tax benefits, and the impact of state taxes payable in relation to pre-tax income.

Income (Loss) from Discontinued Operations, Net of Taxes

We reflect the following businesses as discontinued operations in our financial results for the years ended December 31, 2011, 2010 2009 and 2008.2009. The results of operations, net of taxes (prior to their disposal where applicable), and the estimated fair value of the assets and liabilities of these businesses have been reflected in our consolidated financial statements as discontinued operations for all periods presented.

During the second quarter of 2010, in a continued effort to focus on our core Gaylord Hotels and Opry and Attractions businesses, we committed to a plan of disposal of our Corporate Magic business. On June 1, 2010, we completed the sale of Corporate Magic through the transfer of all of our equity interests in Corporate Magic, Inc. to the president of Corporate Magic who, prior to the transaction, was employed by us. In exchange for our equity interests in Corporate Magic, we received, prior to giving effect to a purchase price adjustment based on the working capital of Corporate Magic as of the closing, a note receivable, which terms provide for a quarterly payment from the purchaser, beginning in the second quarter of 2011 through the first quarter of 2017. We recorded this note receivable at its fair value of $0.4 million, based on the expected cash receipts under the note, discounted at a discount rate that reflects management’s assessment of a market participant’s view of risks associated with the projected cash flows of Corporate Magic. We recognized a pretax gain of $0.6 million related to the sale of Corporate Magic during 2010.

39


The following table reflects the results of operations of businesses accounted for as discontinued operations for the years ended December 31, 2010, 2009 and 2008 (in thousands):
             
  2010  2009  2008 
   
Revenues:            
Corporate Magic $2,389  $6,276  $16,455 
   
Operating (loss) income:            
Corporate Magic $(716) $(7,708) $809 
Other  204   (87)  (354)
Restructuring charges        (262)
   
Total operating (loss) income  (512)  (7,795)  193 
   
Interest expense, net of amounts capitalized     (1)  (4)
Interest income  32       
Other gains and (losses)            
Corporate Magic  618       
Other  45   119   214 
   
Total other gains and (losses)  663   119   214 
   
Income (loss) before income taxes  183   (7,677)  403 
Benefit for income taxes  2,887   540   129 
   
Income (loss) from discontinued operations $3,070  $(7,137) $532 
   

   2011  2010  2009 

Revenues:

    

Corporate Magic

  $—     $2,389   $6,276  
  

 

 

  

 

 

  

 

 

 

Operating income (loss):

    

Corporate Magic

  $56   $(716 $(7,708

Other

   22    204    (87
  

 

 

  

 

 

  

 

 

 

Total operating income (loss)

   78    (512  (7,795
  

 

 

  

 

 

  

 

 

 

Interest expense, net of amounts capitalized

   —      —      (1

Interest income

   60    32    —    

Other gains and (losses):

    

Corporate Magic

   —      618    —    

Other

   38    45    119  
  

 

 

  

 

 

  

 

 

 

Total other gains and (losses)

   38    663    119  
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   176    183    (7,677

(Provision) benefit for income taxes

   (67  2,887    540  
  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations

  $109   $3,070   $(7,137
  

 

 

  

 

 

  

 

 

 

The benefit for income taxes for 2010 primarily relates to a permanent tax benefit recognized on the sale of the stock of Corporate Magic.

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, and maintenance capital expenditures. During 2011, our net cash flows provided by our operating activities — continuing operations were $153.9 million, reflecting primarily our income from continuing operations before non-cash depreciation expense, amortization expense, income tax provision, stock-based compensation expense, income from unconsolidated companies, the write-off of deferred financing costs related to the refinancing of our credit facility, losses on assets damaged in flood, and losses on the sales of certain fixed assets of approximately $170.6 million, partially offset by unfavorable changes in working capital of approximately $16.7 million. The unfavorable changes in working capital primarily resulted from an increase in accounts receivable at Gaylord Opryland, Gaylord Palms and Gaylord Texan due primarily to an increase in group business at the end of 2011, as compared to the end of 2010, which business typically has longer payment terms, a decrease in interest payable due to the repayment of $100.0 million under our credit facility, as well as lower interest rates and the expiration of the interest rate swaps associated with our credit facility, and a decrease in accounts payable due to timing of payments. These unfavorable changes were partially offset by the collection of federal tax refunds related to 2010 and an increase in deferred revenue due to increased receipts of deposits on advance bookings of hotel rooms at Gaylord National and Gaylord Palms.

During 2010, our net cash flows provided by our operating activities continuing operations were $138.9 million, reflecting primarily our loss from continuing operations before non-cash depreciation expense, amortization expense, income tax benefit, stock-based compensation expense, income from unconsolidated companies, net gain on extinguishment of debt, losses on assets damaged in flood, and losses on the sales of certain fixed assets of approximately $82.2 million, as well as favorable changes in working capital of approximately $56.7 million. The favorable changes in working capital primarily resulted from a decrease in income taxes receivable,

primarily due to the receipt of federal tax refunds related to 2008 and 2009, an increase in accrued compensation, an increase in accounts payable due to the timing of payments, and a decrease in accounts receivable at Gaylord National due to a change in the timing of group lodging versus payment received and at Gaylord Opryland due to the hotel re-openingreopening on November 15, 2010. These favorable changes in working capital were partially offset by a decrease in deferred revenues due to decreased receipts of deposits on advance bookings of hotel rooms at Gaylord National.

During 2009, our net cash flows provided by our operating activities continuing operations were $125.0 million, reflecting primarily our income from continuing operations before non-cash depreciation expense, amortization expense, income tax provision, stock-based compensation expense, loss from unconsolidated companies, net gain on extinguishment of debt, and losses on the sales of certain fixed assets of approximately $160.7 million, partially offset by unfavorable changes in working capital of approximately $35.7 million. The unfavorable changes in working capital primarily resulted from an increase in income taxes receivable, an increase in interest receivable associated with the bonds that were received in connection with the development of Gaylord National, and a decrease in accrued compensation. These unfavorable changes in working capital were partially offset by a decrease in trade receivables due to a combination of lower revenues in the current year and better collection efforts and an increase in deferred revenues due to increased receipts of deposits on advance bookings of hotel rooms at Gaylord National.

During 2008, our net cash flows provided by our operating activities – continuing operations were $122.7 million, reflecting primarily our income from continuing operations before non-cash depreciation expense, amortization expense, impairment charges, income tax provision, stock-based compensation expense, excess tax benefits from stock-based compensation, loss from unconsolidated companies, net gain on extinguishment of debt, and losses on the sales of certain fixed assets of approximately $137.5 million, partially offset by unfavorable changes in working capital of approximately $14.8 million. The unfavorable changes in working capital primarily resulted from an increase in trade receivables due to the opening of Gaylord National in April 2008, an increase in interest

40


receivable associated with the bonds that were received in connection with the development of Gaylord National, and a decrease in accrued expenses related to the payment of prior year accrued compensation and a decrease in accrued incentive compensation. These unfavorable changes in working capital were partially offset by an increase in accrued interest as well as an increase in deferred revenues due to increased receipts of deposits on advance bookings of hotel rooms at Gaylord Opryland, Gaylord Palms, and Gaylord Texan, and an increase in trade payables, accrued expenses, and receipts of deposits on advance bookings of hotel rooms at Gaylord National in connection with the opening of that hotel.
Cash Flows From Investing Activities. During 2011, our primary uses of funds and investing activities were the purchase of property and equipment totaling $132.6 million, partially offset by the receipt of a $2.5 million principal payment on the bonds that were received in April 2008 in connection with the development of Gaylord National and $1.9 million in proceeds from the sale of certain fixed assets. Our capital expenditures during 2011 primarily included remaining flood-related projects at Gaylord Opryland, the commencement of renovation of the guestrooms, the addition of a sports bar entertainment facility and new resort pools at Gaylord Palms, the building of our new resort pool at Gaylord Texan, and various information technology projects, as well as ongoing maintenance capital expenditures for our existing properties.

During 2010, our primary uses of funds and investing activities were the purchase of property and equipment totaling $194.6 million, partially offset by the receipt of a $3.8 million payment on the bonds that were received in April 2008 in connection with the development of Gaylord National. Our capital expenditures during 2010 included construction at Gaylord Opryland, the Grand Ole Opry and our corporate offices of $136.8 million, $16.7 million and $11.3 million, respectively, primarily related to rebuilding costs associated with the Nashville Flood, as well as ongoing maintenance capital expenditures at our other properties.

During 2009, our primary uses of funds and investing activities were the purchase of property and equipment totaling $53.1 million, partially offset by the receipt of a $17.1 million payment on the bonds that were received in April 2008 in connection with the development of Gaylord National.

During 2008, our primary uses of funds and investing activities were the purchase of property and equipment totaling $414.2 million. Our capital expenditures during 2008 included construction at Gaylord National of $327.2 million, as well as $32.9 million at Gaylord Opryland, primarily to refurbish guestrooms and renovate certain food and beverage outlets.

Cash Flows From Financing Activities.Our cash flows from financing activities reflect primarily the issuance of debt and the repayment of long-term debt. During 2011, our net cash flows used in financing activities — continuing operations were $105.7 million, primarily reflecting $100.0 million in repayments under our credit facility and the payment of $10.1 million in deferred financing costs associated with the refinancing of our credit facility, partially offset by $4.8 million in proceeds from the exercise of stock option and purchase plans.

During 2010, our net cash flows used in financing activities continuing operations were $3.3 million, primarily reflecting the payment of $27.0 million to repurchase portions of our senior notes, partially offset by $26.1 million in proceeds from the exercise of stock option and purchase plans.

During 2009, our net cash flows provided by financing activities continuing operations were $89.4 million, primarily reflecting $358.1 million in proceeds from the issuance of our 3.75% convertible notes, net of equity-related issuance costs, $169.0 million in proceeds from the issuance of common stock and warrants, net of issuance costs, and $5.0 million received from the termination of the interest rate swap agreements associated with our senior notes, partially offset by the payment of $329.6 million to repurchase portions of our senior notes, the payment of $76.7 million to purchase a convertible note hedge associated with the 3.75% convertible notes, $22.5 million in net repayments under our $1.0 billion credit facility, the payment of $8.1 million in deferred financing costs associated with the 3.75% convertible notes and the payment of $4.6 million to purchase shares of our common stock to fund a supplemental employee retirement plan.

During 2008, our net cash flows provided by financing activities – continuing operations were $268.6 million, primarily reflecting $324.5 million in net borrowings under our $1.0 billion credit facility, partially offset by the payment of $25.6 million to repurchase portions of our senior notes, the payment of $20.0 million to repurchase shares of our common stock and the payment of $10.8 million in deferred financing costs to refinance our $1.0 billion credit facility.

Working Capital

As of December 31, 20102011 we had total current assets of $212.9$144.7 million and total current liabilities of $246.7$169.9 million, which resulted in a working capital deficit of $33.9$25.3 million. A significant portion of our current liabilities consist of deferred revenues ($39.544.6 million at December 31, 2010)2011), which primarily represent deposits received on advance bookings of hotel rooms. While satisfaction of these deferred revenue liabilities will require the use of hotel resources and services, it does not require future cash payments by us. As a result, we believe our current assets, cash flows from operating activities and availability under our $1.0 billion credit facility will be sufficient to repay our current liabilities as they become due.

Liquidity

As discussed above, Gaylord Opryland closedof December 31, 2011, we had $44.4 million in unrestricted cash and $317.0 million available for several monthsborrowing under our credit facility, which was refinanced in 2010 as a result of extensive flood damage. The Company’s $1.0 Billion Credit Facility, as defined below under “Principal Debt Agreements,” contains covenants regardingJuly 2011 with the continuance of business and the prompt repair of property damage. Effective May 19, 2010, the Company, certain subsidiariesmaturity extending to 2015. In connection with this successful refinancing, we prepaid $100.0 million of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into a Conditional Waiver (the

41


“Waiver”) which waived, subject to the terms and conditions of the Waiver, any default under Section 9.01(l) of the $1.0 Billion Credit Facility as a result of the cessation of operations with respect to Gaylord Opryland due to recent flood damage. The Waiver was scheduled to expire on December 31, 2010 unless (a) we had substantially completed the restoration and/or rebuilding of the Gaylord Opryland and reopened the Gaylord Opryland for business and (b) all proceeds used to restore or rebuild the Nashville Opryland came from insurance proceeds, cash on hand and/or availabilityprincipal outstanding under our revolving line of credit provided forprevious facility. This prepayment was the primary factor in the $1.0 Billion Credit Facility. We satisfied the conditions of the Waiver and are nowdecrease in compliance with all covenants relatedour cash balance from 2010 to the $1.0 Billion Credit Facility.
The $1.0 Billion Credit Facility also contains financial covenants at levels that assume that all of its properties are operational. See below for a description of the financial covenants.
2011.

As further described below,above, we anticipate investing in our operations during September 2009, we issued $360 million in 3.75% convertible notes and offered and sold six million shares of our common stock. Our total proceeds of these offerings, after deducting discounts, commissions, expenses and the cost of convertible note hedge transactions, was approximately $442.4 million. We used the majority of these proceeds, together with cash on hand, to purchase, redeem or otherwise acquire all of our 8% senior notes originally due 2013. The remaining balance of the net proceeds is for general corporate purposes, which may include acquisitions, future development opportunities for new hotel properties, capital expenditures associated with repairing the flood damage and reopening of Gaylord Opryland, the Grand Ole Opry House and the other properties affected by the Nashville Flood, potential expansions or2012 through ongoing maintenance of our existing hotel properties investments,and the completion of a rooms renovation, a new sports bar entertainment facility and new resort pools at Gaylord Palms. We believe that our cash on hand and cash from operations will be adequate to fund these short-term commitments, as well as: (i) normal operating expenses, (ii) interest expense on long-term debt obligations, and (iii) capital lease and operating lease obligations. If our existing cash and cash from operations were inadequate to fund such commitments, we could draw on our $925 million credit facility, subject to the satisfaction of debt incurrence tests. As of December 31, 2011, we believe that drawing on this credit facility will not be necessary for general working capital purposes or these 2012 commitments described herein. We may, however, draw on our credit facility for operational and capital needs in the repayment or refinancingfuture.

On an ongoing basis, we evaluate potential acquisition opportunities and future development opportunities for hotel properties and have considered expanding our existing hotel properties. On June 21, 2011, we announced our plans to develop a resort and convention hotel in Aurora, Colorado. The project is expected to cost approximately $800 million and could be funded by us, potential joint venture partners and the tax incentives that are being provided as a result of all or a portionan agreement between us and the city of Aurora, and is contingent on receiving required governmental approvals, incentives, and final approval by our board of directors. We expect to break ground on construction in 2013 and expect the resort to be open for business in early 2016. At this time, we have not made any of our outstanding indebtedness. material financial commitments in connection with this development.

We will continue to evaluate these possibilitiesadditional acquisition or development opportunities in light of economic conditions and other factors. We are unable to predict at this time if or when additional development or acquisition opportunities may present themselves. In addition, we are unable to predict at this time when we might make commitments or commence construction related to the proposed development in Mesa, Arizona or our proposed expansions. Furthermore, we do not anticipate making significant capital expenditures on the development in Mesa, Arizona or the proposed expansions of Gaylord Palms and Gaylord Texan during 2011. In regard2012.

Our outstanding principal debt agreements, none of which mature prior to 2014, are described below. Based on current projections for compliance under our efforts to complete projects relating to the flood damage to Gaylord Opryland,financial covenants contained in these agreements, we do not expect any liquidity issues given our insurance proceeds, cash on hand, cash flow from our other operations and available borrowing capacity.

foresee a maturity issue prior to 2014.

Principal Debt Agreements

$1.0 Billion925 Million Credit Facility. On July 25, 2008,August 1, 2011, we refinanced our previous $1.0 billion credit facility by entering into a Second Amended and Restated Credit Agreement (the “$1.0 Billion Credit Facility”)$925 million senior secured credit facility by and among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent.agent (the “$925 Million Credit Facility”). The $1.0 Billion$925 Million Credit Facility consists of the following components: (a) $300.0a $525.0 million senior secured revolving credit facility, of which $200.0 million was drawn at closing, and includes a $50.0$75.0 million letter of credit sublimit and a $30.0$50.0 million sublimit for swingline loans, and (b) a $700.0$400.0 million senior secured term loan facility. The term loan facility, which was fully funded at closing. The $1.0 Billion$925 Million Credit Facility also includes an accordion feature that will allow us to increase the $1.0 Billion Credit Facilityfacility by a total of up to $400.0$475.0 million, in no more than three occasions, subject to securing additional commitments from existing lenders or new lending institutions. The revolving loan, letters of credit,$925 Million Credit Facility matures on August 1, 2015 and term loan mature on July 25, 2012. At our election, the revolving loans and the term loans will bearbears interest at an annual rate of LIBOR plus 2.50%2.25% or athe bank’s base rate (the higher ofplus 1.25%, subject to adjustment based on our implied debt service coverage ratio, as defined in the lead bank’s prime rate and the federal funds rate) plus 0.50%. We entered into interest rate swaps with respect to $500.0 million aggregate principal amount of borrowings under the term loan portion to convert the variable rate on those borrowings to a fixed weighted average interest rate of 3.94% plus the applicable margin on these borrowings during the term of the swap agreements.agreement. Interest on our borrowings is payable quarterly, in arrears, for base rate loans and at the end of each interest rate period for LIBOR rate-basedLIBOR-based loans. Principal is payable in full at maturity. We will beare required to pay a commitment fee of 0.25%0.3% to 0.4% per year of the average unused portion of the $1.0 Billion$925 Million Credit Facility.

The $1.0 Billionpurpose of the $925 Million Credit Facility is for working capital, capital expenditures, and other corporate purposes.

The $925 Million Credit Facility is (i) secured by a first mortgage and lien on the real property and related personal and intellectual property of our Gaylord Opryland hotel, Gaylord Palms hotel, Gaylord Texan Gaylord Palmshotel and Gaylord National hotel, and pledges of equity interests in the entities that own such properties and (ii) guaranteed by each of the four wholly ownedwholly-owned subsidiaries that own the four hotels. Advances are subject to a 55% borrowing base, based on the appraisal value of the hotel properties (reduced to 50% in the event a hotel property is sold).

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In addition, the $1.0 Billion$925 Million Credit Facility 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 $1.0 Billion$925 Million Credit Facility are as follows:

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%.

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%.
We must maintain a consolidated tangible net worth of not less than the sum of $600.0 million, increased on a cumulative basis as of the end of each calendar quarter, commencing with the calendar quarter ending March 31, 2005, by an amount equal to (i) 75% of consolidated net income (to the extent positive) for the calendar quarter then ended, plus (ii) 75% of the proceeds received by us or any of the our subsidiaries in connection with any equity issuance.
We must maintain a minimum consolidated fixed charge coverage ratio, as defined in the agreement, of not less than 2.00 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.

We must maintain a consolidated tangible net worth of not less than $850.0 million plus 75% of the proceeds received by us or any of the our subsidiaries in connection with any equity issuance.

We must maintain a minimum consolidated fixed charge coverage ratio, as defined in the agreement, of not less than 1.75 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 $1.0 Billion$925 Million Credit Facility, the commitments under the $1.0 Billion$925 Million Credit Facility may be terminated and the principal amount outstanding under the $1.0 Billion$925 Million Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. The $1.0 Billion$925 Million Credit Facility is cross-defaulted to our other indebtedness.

As a result of the 2008 refinancing of the previous $1.0 Billion Credit Facility,billion credit facility, we wrote off $1.3$1.7 million of deferred financing costs, which isare included in interest expense in the accompanying consolidated statement of operations for the year ended December 31, 2008.

2011.

As of December 31, 2010, $700.02011, $600.0 million of borrowings were outstanding under the $1.0 Billion$925 Million Credit Facility, and the lending banks had issued $8.6$8.0 million of letters of credit under the facility for us, which left $291.4$317.0 million of availability under the credit facility (subject to the satisfaction of debt incurrence tests under the indentures governing our senior notes).

We will have to refinance or amend the $1.0 Billion Credit Facility before its maturity on July 25, 2012, in order to finance our ongoing capital needs. While we believe that the strength of our cash flows, the quality of our assets and the long-term prospects of our business all provide a sound basis on which we can obtain capital, there is no assurance that we will be able to refinance the $1.0 Billion Credit Facility on acceptable terms.

3.75% Convertible Senior Notes. During SeptemberIn 2009, we issued $360 million, including the exercise of an overallotment option, of 3.75% Convertible Senior Notes (the “Convertible Notes”). The Convertible Notes have a maturity date of October 1, 2014, and interest is payable semiannually in cash in arrears on April 1 and October 1, beginning April 1, 2010.1. The Notes are convertible, under certain circumstances as described below, at the holder’s option, into shares of our common stock, at an initial conversion rate of 36.6972 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $27.25 per share. We may elect, at our option, to deliver shares of our common stock, cash or a combination of cash and shares of our common stock in satisfaction of our obligations upon conversion of the Convertible Notes. We intend to settle the face value of the Convertible Notes in cash.

The Convertible Notes are convertible under any of the following circumstances: (1) during any calendar quarter ending after September 30, 2009 (and only during such calendar quarter), if the closing price of our common stock for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the applicable conversion price per share of common stock on the last trading day of such preceding calendar quarter; (2) during the ten business day period after any five consecutive trading day period in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of Convertible Notes, as determined following a request by a Convertible Note holder, for each day in such five consecutive trading day period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate, subject to certain procedures; (3) if specified corporate transactions or events occur; or (4) at any time on or after July 1, 2014, until the second scheduled trading day immediately preceding October 1, 2014. As ofAt December 31, 2010,2011, none of the first conditionconditions permitting conversion had beenwere satisfied and, thus, the Convertible Notes were convertible as of January 1,

43are not currently convertible.


2011 through at least March 31, 2011. At this time, we have received no notices of note holders electing to convert their Convertible Notes; however, based on our borrowing capacity under the $1.0 Billion Credit Facility as of December 31, 2010, $248.2 million of the Convertible Notes has been classified as long-term in the accompanying consolidated balance sheet as of December 31, 2010. Based on a December 31, 2010 closing stock price of $35.94, the “if-converted value” of the Convertible Notes exceeds the face amount by $114.8 million; however, after giving effect to the exercise of the call options and warrants associated with the Convertible Notes, the incremental cash or share settlement in excess of the face amount would result in either a cash payment of $42.8 million or a 1.2 million net share issuance, or a combination of cash and stock, at our option. Based on our cash on hand and our availability under the $1.0 Billion Credit Facility as of December 31, 2010, we do not expect any liquidity issues should the Convertible Notes be converted.
The Convertible Notes are general unsecured and unsubordinated obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness, including our 6.75% senior notes due 2014, and senior in right of payment to all of our future subordinated indebtedness, if any. The Convertible Notes will be effectively subordinated to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Convertible Notes are guaranteed, jointly and severally, on an unsecured unsubordinated basis by generally all of our active domestic subsidiaries. Each guarantee will rank equally in right of payment with such subsidiary guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such subsidiary guarantor. The Convertible Notes will be effectively subordinated to any secured indebtedness and effectively subordinated to all indebtedness and other obligations of our subsidiaries that do not guarantee the Convertible Notes.

Upon a Fundamental Change (as defined)defined in the Indenture), holders may require us to repurchase all or a portion of their Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest, if any, thereon to (but excluding) the Fundamental Change Repurchase Date (as defined)defined in the Indenture). The Convertible Notes are not redeemable at our option prior to maturity.

We do not intend to file a registration statement for the resale of the Convertible Notes or any common stock issuable upon conversion of the Convertible Notes. As a result, holders may only resell the Convertible Notes or common stock issued upon conversion of the Convertible Notes, if any, pursuant to an exemption from the registration requirements of the Securities Act and other applicable securities laws.

6.75% Senior Notes.On November 30, 2004, we completed our offering of $225 million in aggregate principal amount of senior notes bearing an interest rate of 6.75% (the “6.75% Senior Notes”). The 6.75% Senior Notes, which mature on November 15, 2014, bear interest semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2005.year. The 6.75% Senior Notes are redeemable, in whole or in part, at any time on or after November 15, 2009 at a designated redemption amount, plus accrued and unpaid interest. The 6.75% Senior Notes rank equally in right of payment with our other unsecured unsubordinated debt, but are effectively subordinated to all of our secured debt to the extent of the assets securing such debt. The 6.75% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by generally all of our active domestic subsidiaries. In addition, the 6.75% Senior Notes indenture contains certain covenants which, among other things, limit the incurrence of additional indebtedness, (including additional indebtedness under the term loan portion of our senior secured credit facility), investments, dividends, transactions with affiliates, asset sales, capital expenditures, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The 6.75% Senior Notes are cross-defaulted to our other indebtedness.

During 2010, we repurchased $28.5 million in aggregate principal amount of our outstanding 6.75% senior notes for $27.0 million. After adjusting for deferred financing costs and other costs, we recorded a pre-tax gain of $1.3 million as a result of the repurchases.

As of December 31, 2010,2011, we were in compliance with all covenants related to our outstanding debt.

Stock Repurchases
During the first quarter of 2008, we repurchased 656,700 shares of our common stock at a weighted average purchase price of $30.42 per share. During the first quarter of 2009, we repurchased 385,242 shares of our common stock at a weighted average purchase price of $11.91 per share to fund a supplemental employee retirement plan.

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Future Developments
As described in “Development Update” above, we are considering other potential hotel sites throughout the country, including Mesa, Arizona.
Off-Balance Sheet Arrangements

As described in Note 714 to our consolidated financial statements included herein, we have investmentspreviously invested in two unconsolidated entities one of which owns a hotel located in Hawaii and the other which formerlythat owned a hotelhotels located in Hawaii. Our joint venture partner in each of these unconsolidated entities guaranteed, under certain circumstances, certain loans made to wholly-owned subsidiaries of each of these entities, and we agreed to contribute to these joint venture partners our pro rata share of any payments under such guarantees required to be made by such joint venture partners. In addition, we enter into commitments under letters of credit, primarily for the purpose of securing our deductible obligations with our workers’ compensation insurers, and lending banks under our credit facility had issued $8.6$8.0 million of letters of credit as of December 31, 20102011 for us. Except as set forth above, we do not have any off-balance sheet arrangements.

Commitments and Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2010,2011, including long-term debt and operating and capital lease commitments (amounts in thousands):

                     
  Total amounts  Less than          After 
Contractual obligations committed  1 year  1-3 years  3-5 years  5 years 
Long-term debt (1) $1,212,180  $  $700,000  $512,180  $ 
Capital leases  484   178   306       
Construction commitments  57,858   57,858          
Operating leases (2)  654,748   6,126   10,471   8,680   629,471 
Other  15,454   4,268   7,724   3,462    
   
Total contractual obligations $1,940,724  $68,430  $718,501  $524,322  $629,471 
   

Contractual obligations

  Total amounts
committed
   Less than
1 year
   1-3 years   3-5 years   After
5 years
 

Long-term debt (1)

  $1,112,180    $—      $512,180    $600,000    $—    

Capital leases

   2,399     755     1,285     359     —    

Construction commitments

   65,640     65,640     —       —       —    

Operating leases (2)

   644,203     7,036     10,646     8,572     617,949  

Other

   17,002     6,353     10,303     346     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total contractual obligations

  $1,841,424    $79,784    $534,414    $609,277    $617,949  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Total long-termLong-term debt commitments do not include approximately $121.0 million in interest payments projected to be due in 3-5future years ($38.9 million less than one year, $73.2 million between one and three years, and $8.9 million between three and five years) based on the stated interest rates on our fixed-rate debt and the rates in effect at December 31, 2011 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 $512.2 millionour outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included $360.0 millionherewith for a discussion of the Convertible Notes, which are currently convertible through at least March 31, 2011.interest we paid during 2011, 2010 and 2009.
(2)The totalTotal operating lease commitments of $654.7$644.2 million above includes the 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.
The cash obligations in the table above do not include future cash obligations for interest associated with our outstanding long-term debt and capital lease obligations. See “Supplemental Cash Flow Information” in Note 1 to our consolidated financial statements included herewith for a discussion of the interest we paid during 2010, 2009 and 2008.

Due to the uncertainty with respect to the timing of future cash payments associated with our defined benefit pension plan, our non-qualified retirement plan, our non-qualified contributory deferred compensation plan and our defined benefit postretirement health care and life insurance plan, we cannot make reasonably certain estimates of the period of cash settlement. Therefore, these obligations have been excluded from the contractual obligations table above. During 2012, we expect to contribute $4.5 million and $1.1 million, respectively, to our defined benefit pension plan and our defined benefit postretirement health care and life insurance plan. See Note 1210 and Note 1311 to our consolidated financial statements included herein for further discussion related to these obligations.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. Accounting estimates are an integral part of the preparation of the consolidated financial statements and the financial reporting process and are based upon current judgments. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates.

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This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management’s judgment regarding accounting policy. We believe that of our significant accounting policies, which are discussed in Note 1 to the consolidated financial statements included herein, the following may involve a higher degree of judgment and complexity.

Revenue recognition.We recognize revenue from our occupied hotel rooms as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at our hotels, such as spa, parking, and transportation services are recognized at the time services are provided. 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, as well as cancellation fees, are recognized as revenue in the period they are collected. We recognize revenues from the Opry and Attractions segment when services are provided or goods are shipped, as applicable.

Impairment of long-lived assets and indefinite-lived intangible assets, including goodwill.In accounting for our long-lived assets other than goodwill, we assess our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. Other than as necessary as a result of the Nashville Flood, as discussed above, no impairment charges on long-lived assets were recorded during 2010.

2011.

Goodwill and other intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually and whenever triggering events or circumstances occur indicating that these intangibles may be impaired. We allocate goodwill to reporting units by comparing the fair value of each reporting unit identified to the total fair value of the acquired company on the acquisition date. We perform our review of goodwill for impairment by comparing the carrying value of the applicable reporting unit to the fair value of the reporting unit. We estimate fair value using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. If the fair value is less than the carrying value, we measure potential impairment by allocating the fair value of the reporting unit to the tangible assets and liabilities of the reporting unit in a manner similar to a business combination purchase price allocation. The remaining fair value of the reporting unit after assigning fair values to all of the reporting unit’s assets and liabilities represents the implied fair value of goodwill of the reporting unit. The impairment is measured by the difference between the carrying value of goodwill and the implied fair value of goodwill. In connection with the preparation of the Company’s financial statements for the third quarter of 2009, as a result of significant adverse changes in the business climate of our Corporate Magic business, we determined that the goodwill of this reporting unit may be impaired and performed an interim impairment review on this goodwill, as described above. As a result, we recorded an impairment charge of $6.6 million during 2009, to write down the carrying value of goodwill at the impaired reporting unit to its implied fair value of $0.3 million. We estimated the fair value of the reporting unit by using a discounted cash flow analysis that utilized comprehensive cash flow projections, as well as assumptions based on market data to the extent available. The discount rate utilized in this analysis was 16%, which reflected market-based estimates of capital costs and discount rates adjusted for management’s assessment of a market participant’s view of risks associated with the projected cash flows of the reporting unit. Holding all other assumptions constant, a 1% increase or decrease in this assumed discount rate would increase or decrease the resulting impairment charge by approximately $0.1 million and $0.1 million, respectively. No additional impairment charges on goodwill were recorded during 20102011 or 2008.

2010.

Stock-based compensation.We record compensation expense equal to the fair value of each stock option award granted on a straight line basis over the option’s vesting period unless the stock option award contains a market provision, in which case we record compensation expense equal to the fair value of each award on a straight-line basis over the requisite service period for each separately vesting portion of the award. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing formula, which requires various judgmental assumptions including expected volatility, expected term, expected dividend rate, and expected risk-free rate of return. Expected volatilities are based on the historical volatility of our stock. We use historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. If any of the assumptions used in the Black-Scholes-Merton option pricing formula change significantly, stock-based compensation expense may differ materially in the future

46


from that recorded in the current period. The assumptions for expected volatility and expected term are the two assumptions that significantly affect the grant date fair value. The expected dividend rate and expected risk-free rate of return are not significant to the calculation of fair value.

Derivative financial instruments.The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and commodity price risk. Interest rate swaps are entered into to manage interest rate risk associated with portions of the Company’s fixed and variable rate borrowings. Natural gas price swaps are entered into to manage the price risk associated with forecasted purchases of natural gas and electricity used by the Company’s hotels. The Company designates certain interest rate swaps as cash flow hedges of variable rate borrowings, the remaining interest rate swaps as fair value hedges of fixed rate borrowings, and natural gas price swaps as cash flow hedges of forecasted purchases of natural gas and electricity.

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with variable rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, or ineffectiveness, if any, is recognized in the statement of operations during the current period. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, is recognized in the same line item associated with the hedged item in current earnings (e.g., in “interest expense” when the hedged item is fixed-rate debt).

The derivative liabilities held by us at December 31, 2010 include variable to fixed interest rate swaps and variable to fixed natural gas price swaps. These derivative liabilities have been designated as cash flow hedges. Therefore, the Company records the fair value of these derivatives as a derivative asset or liability, with the offset applied to other comprehensive income, net of applicable income taxes. Any gain or loss is reclassified from other comprehensive income and recognized in earnings in the same period or periods in which the hedged transaction affects earnings. As of December 31, 2010, the fair value of the variable to fixed interest rate swaps were liabilities of $12.2 million and the fair value of the variable to fixed natural gas price swaps were liabilities of $0.2 million.

We determine the fair values of our derivative assets and liabilities based on quotes, with appropriate adjustments for any significant impact of non-performance risk of the parties to the contracts. The key input used to determine the fair value of our variable to fixed interest rate swaps and our fixed to variable interest rate swaps is changes in LIBOR interest rates. The key input used to determine the fair value of our variable to fixed natural gas price swaps is the forward price of natural gas futures contracts for delivery at the Henry Hub as quoted on the New York Mercantile Exchange. We believe it is unlikely that materially different estimates for the fair value of financial derivative instruments would be made or reported based on other reasonable assumptions or conditions suggested by actual historical experience and other data available at the time the estimates were made.

Prior to their termination during the second quarter of 2009, we were a party to two fixed to variable interest rate swap agreements associated with our 8% Senior Notes.

We held no derivative positions at December 31, 2011.

Income taxes.Our deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, the provision for taxes is increased by recording a reserve, in the form of a valuation allowance, against the estimated deferred tax assets that will not ultimately be recoverable.

We have federal and state net operating loss carryforwards and tax credit carryforwards and charitable contribution carryforwards for which management believes it is more-likely-than-not that future taxable income will be sufficient to realize the recorded deferred tax assets. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies, which involve estimates and uncertainties, in making this assessment. Projected future taxable income is based on management’s forecast of our operating results. Management periodically reviews such forecasts in comparison with actual results and expected trends. We have established valuation allowances for certain federal and state deferred tax assets. At December 31, 2010,2011, we had federal net operating loss carryforwards of $143.1$247.2 million (resulting in a deferred tax benefit of $50.1$86.4 million), federal credit carryforwards of $2.2$4.1 million, and charitable contribution carryforwards of $3.3$3.6 million (resulting in a deferred tax benefit of $1.1

47


$1.2 million). A valuation allowance of $5.1$4.8 million has been provided for certain federal deferred tax assets, including charitable contribution carryforwards, as of December 31, 2010.2011. At December 31, 2010,2011, we had state net operating loss carryforwards of $582.4$628.6 million (resulting in a deferred tax benefit of $24.6$26.6 million) and state credit carryforwards of $1.2$1.1 million. A valuation allowance of $13.0$14.5 million has been provided for certain state deferred tax assets, including loss and credit carryforwards, as of December 31, 2010.2011. In the event management determines that a change in the realizability of these deferred tax assets is necessary, we will be required to adjust our deferred tax valuation allowance in the period in which the determination is made.

In addition, we must deal with uncertainties in the application of complex tax regulations in the calculation of tax liabilities and are subject to routine income tax audits. We provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. We make this assessment based on only the technical merits of the tax position. The technical merits of a tax position derive from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances of the tax position. If a tax position does not meet the more likely than not recognition threshold, the benefit of that position is not recognized in the financial statements and a liability for unrecognized tax benefits is established. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax benefit recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate resolution with a taxing authority. To the extent that we prevail in matters for which a liability for an unrecognized tax benefit is established or are required to pay amounts in excess of the liability established, our effective tax rate in a given financial statement period may be affected.

Retirement and postretirement benefits other than pension plans.The costs and obligations of our retirement and postretirement benefits other than pension plans recognized in our consolidated financial statements are determined from actuarial valuations, which are dependent on significant assumptions, judgments, and estimates. These assumptions, judgments, and estimates, which include discount rates at which the liabilities could be settled at the measurement date, expected return on plan assets, mortality rates, and health care cost trend rates, are evaluated at each annual measurement date. In accordance with generally accepted accounting principles, actual results that differ from these assumptions, judgments, and estimates are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods.

The discount rate utilized for determining future benefit obligations is based on the market rate of a broad-based index of high-quality bonds receiving an AA- or better rating from a recognized rating agency on our annual measurement date that is matched to the future expected cash flows of the benefit plans by annual periods. The resulting discount rate decreased from 5.8%5.3% for both plans as of December 31, 20092010 to 5.3% at December 31, 20104.1% for the retirement plan and to 4.2% for the postretirement benefitbenefits other than pension plan.

plans at December 31, 2011.

We determine the overall expected long-term return on plan assets based on our estimate of the return that plan assets will provide over the period that benefits are expected to be paid out. In preparing this estimate, we assess the rates of return on each targeted allocation of plan assets, return premiums generated by portfolio management, and advice by our third-party actuary and investment consultants. The expected return on plan assets is a long-term assumption that is determined at the beginning of each year and generally does not significantly change annually. While historical returns are considered, the rate of return assumption is primarily based on projections of expected returns, using economic data and financial models to estimate the probability of returns. The probability distribution of annualized returns for the portfolio using current asset allocations is used to determine the expected range of returns for a ten-to-twenty year horizon. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension expense. The expected return on plan assets assumption used for determining net periodic pension expense for 20102011 and 20092010 was 8.0%. Actual return on plan assets for 2011 and 2010 was (1.8)% and 12.2%., respectively. Our historical actual return averaged 7.4%6.1% for the fifteen-year period ended December 31, 2010.2011. In the future, we may make additional discretionary contributions to the plan or we could be required to make mandatory cash funding payments.

The mortality rate assumption used for determining future benefit obligations as of December 31, 20102011 and 20092010 was based on the RP 2000 Mortality Tables with longevity improvements to the current year and the static RP 2000 Combined Mortality Tables, respectively.Tables. In estimating the health care cost trend rate, we consider our actual health care cost experience, industry trends, and advice from our third-party actuary. We assume that the relative increase in health care costs will generally trend downward over the next several years, reflecting assumed increases in efficiency in the health care system and industry-wide cost containment initiatives.

While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and postretirement benefit obligations and expense. For example, holding all other assumptions constant, a 1% increase or decrease in the assumed discount rate related to the retirement plan would decrease or increase 20102011 net periodic pension

48


expense by approximately $0.7 million and $0.8 million, respectively.million. Likewise, a 1% increase or decrease in the assumed rate of return on plan assets would decrease or increase, respectively, 20102011 net periodic pension expense by approximately $0.6$0.7 million.
For 2012, we have decreased the assumed rate of return on plan assets by 0.5%.

A 1% increase or decrease in the assumed discount rate related to the postretirement benefit plan would increase or decrease, respectively, the aggregate of the service and interest cost components of 2010 net postretirement benefit expense by approximately $0$0.1 million and $0.1$0.4 million, respectively. Finally, a 1% increase or decrease in the assumed health care cost trend rate each year would increase or decrease, respectively, the aggregate of the service and interest cost components of 20102011 net postretirement benefit expense by approximately $0.1 million.

Legal Contingencies.We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. We record an accrual for loss contingencies when a loss is probable and the amount of the loss can be reasonably estimated. We review these accruals each reporting period and make revisions based on changes in facts and circumstances.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, see Note 1 to our consolidated financial statements included herein.

Item 7A.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 natural gas prices and equity prices and changes in asset values of investments that fund our pension plan.

Risk Related to Changes in Interest Rates

Borrowings outstanding under our $1.0 Billion$925 Million Credit Facility currently bear interest at an annual rate at our election of either LIBOR plus 2.50% or a base rate (the higher of2.25%, subject to adjustment as defined in the lead bank’s prime rate and the federal funds rate) plus 0.50%. In connection with the refinancing of our $1.0 Billion Credit Facility in July 2008, we entered into a new series of forward-starting interest rate swaps to effectively convert the variable rate on $500.0 million aggregate principal amount of borrowings under the term loan portion of our $1.0 Billion Credit Facility to a fixed rate. These interest rate swaps, which expire on various dates through July 25, 2011, effectively adjust the variable interest rate on those borrowings to a fixed weighted average interest rate of 3.94% plus the applicable margin on these borrowings during the term of the swap agreements. These interest rate swaps are deemed effective and therefore the hedges have been treated as effective cash flow hedges.

agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the remaining $200.0$600.0 million in borrowings outstanding under our $1.0 Billion$925 Million Credit Facility as of December 31, 20102011 would increase by approximately $2.0$6.0 million.

Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions. We do not have significant exposure to changing interest rates on invested cash at December 31, 2010.2011. As a result, the interest rate market risk implicit in these investments at December 31, 2010,2011, if any, is low.

Risk Related to Changes in Natural Gas Prices
As of December 31, 2010, we held 36 variable to fixed natural gas price swaps with respect to the purchase of 1,031,000 dekatherms of natural gas in order to fix the prices at which we purchase that volume of natural gas for our hotels. These natural gas price swaps, which have remaining terms of up to twelve months, effectively adjust the price on that volume of purchases of natural gas to a weighted average price of $4.77 per dekatherm. These natural gas swaps are deemed effective, and, therefore, the hedges have been treated as an effective cash flow hedge. If the forward price of natural gas futures contracts for delivery at the Henry Hub as of December 31, 2010 as quoted on the New York Mercantile Exchange was to increase or decrease by 10%, the net derivative liability associated with the fair value of our natural gas swaps outstanding as of December 31, 2010 would have decreased or increased by $0.5 million.

Risk Related to Changes in Equity Prices

The $360 million aggregate principal amount of Convertible Notes we issued in September 2009 may be converted prior to maturity, at the holder’s option, into shares of our common stock under certain circumstances as described in Note 97 to our consolidated

49


financial statements included herein. The initial conversion price is approximately $27.25 per share. Upon conversion, we may elect, at our option, to deliver shares of our common stock, cash or a combination of cash and shares of our common stock in satisfaction of our obligations upon conversion of the Convertible Notes. As such, the fair value of the Convertible Notes will generally increase as our share price increases and decrease as the share price declines. The Convertible Notes were convertible as of January 1, 2011 through at least March 31, 2011. At this time, we have received no notices of note holders electing to convert their Convertible Notes. Based on a December 31, 2010 closing stock price of $35.94, the “if-converted value” of the Convertible Notes exceeds the face amount by $114.8 million; however, after giving effect to the exercise of the call options and warrants associated with the Convertible Notes, the incremental cash or share settlement in excess of the face amount would result in either a cash payment of $42.8 million or a 1.2 million net share issuance by us, or a combination of cash and stock, at our option.

Concurrently with the issuance of the Convertible Notes, we entered into convertible note hedge transactions intended to reduce the potential dilution upon conversion of the Convertible Notes in the event that the market value per share of our common stock, as measured under the Convertible Notes, at the time of exercise is greater than the conversion price of the Convertible Notes. The convertible note hedge transactions involved us purchasing from four counterparties options to purchase approximately 13.2 million shares of our common stock at a price per share equal to the initial conversion price of the Convertible Notes. Separately we sold warrants to the same counterparties whereby they have the option to purchase 13.2 million shares of our common stock at a price of $32.70 per share. As a result of the convertible note hedge transactions and related warrants, the Convertible Notes will not have a dilutive impact on shares outstanding if the share price of our common stock is below $32.70. For every $1 increase in the share price of our common stock above $32.70, we will be required to deliver, upon the exercise of the warrants, the equivalent of $13.2 million in shares of our common stock (at the relevant share price).

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. As of December 31, 2010,2011, the value of the investments in the pension fund was $66.8$62.3 million, and an immediate ten percent decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $6.7$6.2 million.

Summary

Based upon our overall market risk exposures at December 31, 2010,2011, we believe that the effects of changes in interest rates, natural gas prices, equity prices and asset values of investments that fund our pension plan could be material to our consolidated financial position, results of operations or cash flows.

Item 8.Financial Statements and Supplementary Data

Information with respect to this Item is contained in the Company’s consolidated financial statements included in the Index beginning on page 5553 of this Annual Report on Form 10-K and incorporated by reference herein.

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

50


None.

Item 9A.Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this Annual Report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Control—Integrated Framework.

Based on management’s assessment and those criteria, management believes that, as of December 31, 2010,2011, the Company’s internal control over financial reporting was effective.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Company’s internal control over financial reporting, which is included herein.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 20102011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
None.

51


None.

PART III

Item 10.Directors, Executive Officers and Corporate Governance

Information about our Board of Directors required by Item 401 of Regulation S-K is incorporated herein by reference to the discussion under the heading “Election of Directors” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission. Information regarding procedures for stockholder nominations to our Board of Directors required by Item 407(c) (3) of Regulation S-K is incorporated by reference to the discussion under the heading “Stockholder Nominations of Candidates for Board Membership” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission.

Information required by Item 405 of Regulation S-K is incorporated herein by reference to the discussion under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

Certain other information concerning executive officers and certain other officers of the Company is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”

The Company has a separately designated audit committee of the Board of Directors established in accordance with the Exchange Act. Glenn J. Angiolillo, Michael J. Bender, E.K. Gaylord II, D. Ralph Horn and David W. JohnsonTerrell T. Philen, Jr. currently serve as members of the Audit Committee. Our Board of Directors has determined that D. Ralph Horn is an “audit committee financial expert” as defined by the SEC and is independent, as that term is defined in the Exchange Act and the listing standards of the New York Stock Exchange.

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to the members of our Board of Directors and our officers, including our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. In addition, the Board of Directors has adopted Corporate Governance Guidelines and restated charters for our Audit Committee, Human Resources Committee, and Nominating and Corporate Governance Committee. You can access our Code of Business Conduct and Ethics, Corporate Governance Guidelines and current committee charters on our website at www.gaylordentertainment.com or request a copy of any of the foregoing by writing to the following address: Gaylord Entertainment Company, Attention: Secretary, One Gaylord Drive, Nashville, Tennessee 37214. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of the Code of Business Conduct and Ethics, Corporate Governance Guidelines or current committee charters on its website. In accordance with the corporate governance listing standards of the New York Stock Exchange, the Company has designated Mr. Ralph Horn as the lead director at all meetings of non-management directors, which meetings will be held on a regular basis. Stockholders, employees and other interested parties may communicate with Mr. Horn, individual non-management directors, or the non-management directors as a group, by email at boardofdirectors@gaylordentertainment.com.

Item 11.Executive Compensation

The information required by this Item is incorporated herein by reference to the discussions under the headings “2010“2011 Compensation of Directors,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards for Fiscal Year End December 31, 2010,2011,” “Outstanding Equity Awards at Fiscal Year End December 31, 2010,2011,” “Option Exercises and Stock Vested as of Fiscal Year End December 31, 2010,2011,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payouts on Termination or Change of Control,” “Election of Directors - Directors—Compensation Committee Interlocks and Insider Participation”, and “Compensation Committee Report” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

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

The information required by this Item is incorporated herein by reference to the discussions under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

52


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

The information required by this Item is incorporated herein by reference to the discussions under the headings “Election of Directors — Independence of Directors” and “Transactions with Related Persons” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

Item 14.Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the discussion under the heading “Independent Registered Public Accounting Firm” in our Proxy Statement for the 20112012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission.

PART IV

Item 15.Exhibits and Financial Statement Schedules

(a)(1)Financial Statements

The accompanying index to financial statements on page 5553 of this Annual Report on Form 10-K is provided in response to this Item.

(a)(2)Financial StatementsStatement Schedules

All other financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(a)(3)Exhibits

See Index to Exhibits.

53


SIGNATURES

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.

  
GAYLORD ENTERTAINMENT COMPANY
Date: February 25, 2011 24, 2012By: By:/s/ Colin V. Reed                                                 
 
  Colin V. Reed
 Chairman of the Board of Directors and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature

  

Title

  

Date

SignatureTitleDate
/s/ Colin V. Reed
Colin V. Reed
  Chairman of the Board of Directors
February 24, 2012
Colin V. Reedand Chief Executive Officer  February 25, 2011
/s/ Glenn J. Angiolillo
Glenn J. Angiolillo
  Director  February 25, 201124, 2012
Glenn J. Angiolillo    
/s/ Michael J. Bender
Michael J. Bender
  Director  February 25, 201124, 2012
Michael J. Bender    
/s/ E.K. Gaylord, II
E.K. Gaylord, II
  Director  February 25, 201124, 2012
E.K. Gaylord, II    
/s/ D. Ralph Horn
D. Ralph Horn
  Director  February 25, 201124, 2012
D. Ralph Horn    
/s/ David W. Johnson
David W. Johnson
  Director  February 25, 201124, 2012
David W. Johnson    
/s/ Ellen R. Levine
Ellen R. Levine
  Director  February 25, 201124, 2012
Ellen R. Levine    
/s/ Terrell T. Philen, Jr.DirectorFebruary 24, 2012
Terrell T. Philen, Jr.
/s/ Robert S. Prather, Jr.
DirectorFebruary 24, 2012
Robert S. Prather, Jr.  Director   February 25, 2011
/s/ Michael D. Rose
Michael D. Rose
  Director  February 25, 201124, 2012
Michael D. Rose    
/s/ Michael I. Roth
Michael I. Roth
  Director  February 25, 201124, 2012
Michael I. Roth    
/s/ Mark Fioravanti
Executive Vice President and ChiefFebruary 24, 2012
Mark FioravantiFinancial Officer
(Principal Financial Officer)
/s/ Rod Connor  Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
  February 25, 201124, 2012
Rod Connor  Administrative Officer  
/s/ Rod Connor
Rod Connor
  Senior Vice President and Chief
Administrative Officer
(Principal Accounting Officer)
  February 25, 2011

54


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

55


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Gaylord Entertainment Company

We have audited the accompanying consolidated balance sheets of Gaylord Entertainment Company and subsidiaries as of December 31, 20102011 and 2009,2010, and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2010.2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gaylord Entertainment Company and subsidiaries at December 31, 20102011 and 2009,2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010,2011, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Gaylord Entertainment Company’s internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 201124, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP  

/s/ ERNST & YOUNG LLP

Nashville, Tennessee

February 25, 2011

5624, 2012


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Gaylord Entertainment Company

We have audited Gaylord Entertainment Company’s internal control over financial reporting as of December 31, 2010,2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Gaylord Entertainment Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, Gaylord Entertainment Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20102011 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Gaylord Entertainment Company as of December 31, 20102011 and 2009,2010, and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2010,2011, and our report dated February 25, 201124, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP  

/s/ ERNST & YOUNG LLP

Nashville, Tennessee

February 25, 2011

5724, 2012


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2011, 2010 2009 and 2008

2009

(Amounts in thousands, except per share data)

             
  2010  2009  2008 
Revenues $769,961  $872,845  $914,414 
Operating expenses:            
Operating costs  474,609   527,074   555,225 
Selling, general and administrative  158,169   172,361   174,325 
Casualty loss  42,321       
Preopening costs  55,287      19,190 
Impairment and other charges        19,264 
Depreciation and amortization  105,561   116,567   109,751 
   
Operating (loss) income  (65,986)  56,843   36,659 
   
             
Interest expense, net of amounts capitalized  (81,426)  (76,592)  (64,069)
Interest income  13,124   15,087   12,689 
Income (loss) from unconsolidated companies  608   (5)  (746)
Net gain on extinguishment of debt  1,299   18,677   19,862 
Other gains and (losses)  (535)  2,847   453 
   
             
(Loss) income before income taxes and discontinued operations  (132,916)  16,857   4,848 
(Benefit) provision for income taxes  (40,718)  9,743   1,016 
   
(Loss) income from continuing operations  (92,198)  7,114   3,832 
Income (loss) from discontinued operations, net of taxes  3,070   (7,137)  532 
   
Net (loss) income $(89,128) $(23) $4,364 
   
             
(Loss) income per share:            
(Loss) income from continuing operations $(1.95) $0.17  $0.09 
Income (loss) from discontinued operations, net of taxes  0.06   (0.17)  0.02 
   
Net (loss) income $(1.89) $(0.00) $0.11 
   
(Loss) income per share — assuming dilution:            
(Loss) income from continuing operations $(1.95) $0.17  $0.09 
Income (loss) from discontinued operations, net of taxes  0.06   (0.17)  0.02 
   
Net (loss) income $(1.89) $(0.00) $0.11 
   

   2011  2010  2009 

Revenues

  $952,144   $769,961   $872,845  

Operating expenses:

    

Operating costs

   566,390    474,609    527,074  

Selling, general and administrative

   179,301    158,169    172,361  

Casualty loss

   1,225    42,321    —    

Preopening costs

   408    55,287    —    

Depreciation and amortization

   125,289    105,561    116,567  
  

 

 

  

 

 

  

 

 

 

Operating income (loss)

   79,531    (65,986  56,843  
  

 

 

  

 

 

  

 

 

 

Interest expense, net of amounts capitalized

   (74,673  (81,426  (76,592

Interest income

   12,460    13,124    15,087  

Income (loss) from unconsolidated companies

   1,086    608    (5

Net gain on extinguishment of debt

   —      1,299    18,677  

Other gains and (losses)

   (916  (535  2,847  
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes and discontinued operations

   17,488    (132,916  16,857  

(Provision) benefit for income taxes

   (7,420  40,718    (9,743
  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations

   10,068    (92,198  7,114  

Income (loss) from discontinued operations, net of taxes

   109    3,070    (7,137
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $10,177   $(89,128 $(23
  

 

 

  

 

 

  

 

 

 

Income (loss) per share:

    

Income (loss) from continuing operations

  $0.21   $(1.95 $0.17  

Income (loss) from discontinued operations, net of taxes

   —      0.06    (0.17
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $0.21   $(1.89 $(0.00
  

 

 

  

 

 

  

 

 

 

Income (loss) per share—assuming dilution:

    

Income (loss) from continuing operations

  $0.20   $(1.95 $0.17  

Income (loss) from discontinued operations, net of taxes

   —      0.06    (0.17
  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $0.20   $(1.89 $(0.00
  

 

 

  

 

 

  

 

 

 

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

58


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 20102011 and 2009

2010

(Amounts in thousands, except per share data)

         
  December 31,  December 31, 
  2010  2009 
ASSETS        
Current assets:        
Cash and cash equivalents — unrestricted $124,398  $180,029 
Cash and cash equivalents — restricted  1,150   1,150 
Trade receivables, less allowance of $882 and $977, respectively  31,793   39,864 
Income tax receivable  2,395   28,796 
Estimated fair value of derivative assets  22    
Deferred income taxes  6,495   2,525 
Other current assets  46,597 �� 50,768 
Current assets of discontinued operations     2,444 
       
Total current assets  212,850   305,576 
       
         
Property and equipment, net of accumulated depreciation  2,201,445   2,149,782 
Notes receivable, net of current portion  142,651   142,311 
Long-term deferred financing costs  12,521   18,081 
Other long-term assets  51,065   44,858 
Long-term assets of discontinued operations  401   415 
       
Total assets $2,620,933  $2,661,023 
       
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Current portion of long-term debt and capital lease obligations $58,574  $1,814 
Accounts payable and accrued liabilities  175,343   148,660 
Estimated fair value of derivative liabilities  12,475    
Current liabilities of discontinued operations  357   3,872 
       
Total current liabilities  246,749   154,346 
       
         
Long-term debt and capital lease obligations, net of current portion  1,100,641   1,176,874 
Deferred income taxes  101,140   100,590 
Estimated fair value of derivative liabilities     25,661 
Other long-term liabilities  142,200   124,377 
Long-term liabilities of discontinued operations  451   491 
Commitments and contingencies        
Stockholders’ equity:        
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding      
Common stock, $.01 par value, 150,000 shares authorized, 48,144 and 46,990 shares issued and outstanding, respectively  481   470 
Additional paid-in capital  916,359   881,512 
Treasury stock of 385 shares, at cost  (4,599)  (4,599)
Retained earnings  145,600   234,728 
Accumulated other comprehensive loss  (28,089)  (33,427)
       
Total stockholders’ equity  1,029,752   1,078,684 
       
Total liabilities and stockholders’ equity $2,620,933  $2,661,023 
       

   December 31,  December 31, 
   2011  2010 
ASSETS  

Current assets:

   

Cash and cash equivalents—unrestricted

  $44,388   $124,398  

Cash and cash equivalents—restricted

   1,150    1,150  

Trade receivables, less allowance of $719 and $882, respectively

   41,939    31,793  

Estimated fair value of derivative assets

   —      22  

Deferred income taxes

   8,641    6,495  

Other current assets

   48,538    48,992  
  

 

 

  

 

 

 

Total current assets

   144,656    212,850  
  

 

 

  

 

 

 

Property and equipment, net of accumulated depreciation

   2,209,127    2,201,445  

Notes receivable, net of current portion

   142,567    142,651  

Long-term deferred financing costs

   15,947    12,521  

Other long-term assets

   50,713    51,065  

Long-term assets of discontinued operations

   390    401  
  

 

 

  

 

 

 

Total assets

  $2,563,400   $2,620,933  
  

 

 

  

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY  

Current liabilities:

   

Current portion of long-term debt and capital lease obligations

  $755   $58,574  

Accounts payable and accrued liabilities

   168,975    175,343  

Estimated fair value of derivative liabilities

   —      12,475  

Current liabilities of discontinued operations

   186    357  
  

 

 

  

 

 

 

Total current liabilities

   169,916    246,749  
  

 

 

  

 

 

 

Long-term debt and capital lease obligations, net of current portion

   1,073,070    1,100,641  

Deferred income taxes

   108,219    101,140  

Other long-term liabilities

   166,209    142,200  

Long-term liabilities of discontinued operations

   451    451  

Commitments and contingencies

   

Stockholders’ equity:

   

Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding

   —      —    

Common stock, $.01 par value, 150,000 shares authorized, 48,428 and 48,144 shares issued and outstanding, respectively

   484    481  

Additional paid-in capital

   929,904    916,359  

Treasury stock of 385 shares, at cost

   (4,599  (4,599

Retained earnings

   155,777    145,600  

Accumulated other comprehensive loss

   (36,031  (28,089
  

 

 

  

 

 

 

Total stockholders’ equity

   1,045,535    1,029,752  
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $2,563,400   $2,620,933  
  

 

 

  

 

 

 

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

59


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2011, 2010 2009 and 2008

2009

(Amounts in thousands)

             
  2010 2009 2008 
Cash Flows from Operating Activities:            
Net (loss) income $(89,128) $(23) $4,364 
Amounts to reconcile net (loss) income to net cash flows provided by operating activities:            
(Gain) loss from discontinued operations, net of taxes  (3,070)  7,137   (532)
(Income) loss from unconsolidated companies  (608)  5   746 
Impairment and other charges        19,264 
Loss (gain) on sales of long-lived assets  1,239   828   876 
(Benefit) provision for deferred income taxes  (2,569)  37,272   6,723 
Depreciation and amortization  105,561   116,567   109,751 
Amortization of deferred financing costs  5,314   4,762   4,408 
Amortization of discount on convertible notes  11,687   2,864    
Write-off of deferred financing costs related to refinancing of credit facility        1,476 
Stock-based compensation expense  10,062   9,982   11,174 
Excess tax benefit from stock-based compensation        (859)
Net gain on extinguishment of debt  (1,299)  (18,677)  (19,862)
Loss on assets damaged in flood  44,970       
Changes in (net of acquisitions and divestitures):            
Trade receivables  8,071   8,957   (17,603)
Interest receivable  (285)  (14,807)  (10,186)
Income tax receivable receivable  27,301   (24,146)  657 
Accounts payable and accrued liabilities  16,298   (4,689)  19,018 
Other assets and liabilities  5,366   (1,022)  (6,691)
   
Net cash flows provided by operating activities — continuing operations  138,910   125,010   122,724 
Net cash flows provided by (used in) operating activities — discontinued operations  574   (1,951)  (480)
   
Net cash flows provided by operating activities  139,484   123,059   122,244 
   
             
Cash Flows from Investing Activities:            
Purchases of property and equipment  (194,647)  (53,065)  (414,176)
Collection of notes receivable  4,161   17,621   622 
Other investing activities  148   1,955   15 
   
Net cash flows used in investing activities — continuing operations  (190,338)  (33,489)  (413,539)
Net cash flows (used in) provided by investing activities — discontinued operations  (1,460)  (6)  139 
   
Net cash flows used in investing activities  (191,798)  (33,495)  (413,400)
   
             
Cash Flows from Financing Activities:            
Net (repayments) borrowings under credit facility     (22,500)  324,500 
Repurchases of senior notes  (26,965)  (329,571)  (25,636)
Proceeds from the issuance of convertible notes, net of equity-related issuance costs of $1,881     358,107    
Deferred financing costs paid     (8,077)  (10,753)
Purchase of convertible note hedge     (76,680)   
Proceeds from the issuance of common stock warrants     43,740    
Proceeds from the issuance of common stock, net of issuance costs of $5,499     125,297    
Purchases of Company’s common stock        (19,999)
Purchases of treasury stock     (4,599)   
Proceeds from the termination of an interest rate swap on senior notes     5,000    
Proceeds from exercise of stock option and purchase plans  26,075   566   1,859 
Excess tax benefit from stock-based compensation        859 
Decrease in restricted cash and cash equivalents     15   51 
Other financing activities, net  (2,427)  (1,869)  (2,271)
   
Net cash flows (used in) provided by financing activities — continuing operations  (3,317)  89,429   268,610 
Net cash flows used in financing activities — discontinued operations         
   
Net cash flows (used in) provided by financing activities  (3,317)  89,429   268,610 
   
             
Net change in cash and cash equivalents  (55,631)  178,993   (22,546)
Cash and cash equivalents — unrestricted, beginning of period  180,029   1,036   23,582 
   
Cash and cash equivalents — unrestricted, end of period $124,398  $180,029  $1,036 
   

   2011  2010  2009 

Cash Flows from Operating Activities:

    

Net income (loss)

  $10,177   $(89,128 $(23

Amounts to reconcile net income (loss) to net cash flows provided by operating activities:

    

(Gain) loss from discontinued operations, net of taxes

   (109  (3,070  7,137  

(Income) loss from unconsolidated companies

   (1,086  (608  5  

Loss on sales of long-lived assets

   916    1,239    828  

Provision (benefit) for deferred income taxes

   5,399    (2,569  37,272  

Depreciation and amortization

   125,289    105,561    116,567  

Amortization of deferred financing costs

   5,118    5,314    4,762  

Amortization of discount on convertible notes

   12,695    11,687    2,864  

Write-off of deferred financing costs related to refinancing of credit facility

   1,681    —      —    

Stock-based compensation expense

   10,170    10,062    9,982  

Net gain on extinguishment of debt

   —      (1,299  (18,677

Loss on assets damaged in flood

   332    44,970    —    

Changes in (net of acquisitions and divestitures):

    

Trade receivables

   (10,146  8,071    8,957  

Interest receivable

   (334  (285  (14,807

Income tax receivable

   2,869    27,301    (24,146

Accounts payable and accrued liabilities

   (4,062  16,298    (4,689

Other assets and liabilities

   (5,005  5,366    (1,022
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities—continuing operations

   153,904    138,910    125,010  

Net cash flows provided by (used in) operating activities—discontinued operations

   15    574    (1,951
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by operating activities

   153,919    139,484    123,059  
  

 

 

  

 

 

  

 

 

 

Cash Flows from Investing Activities:

    

Purchases of property and equipment

   (132,592  (194,647  (53,065

Collection of notes receivable

   2,465    4,161    17,621  

Other investing activities

   1,848    148    1,955  
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities—continuing operations

   (128,279  (190,338  (33,489

Net cash flows used in investing activities—discontinued operations

   —      (1,460  (6
  

 

 

  

 

 

  

 

 

 

Net cash flows used in investing activities

   (128,279  (191,798  (33,495
  

 

 

  

 

 

  

 

 

 

Cash Flows from Financing Activities:

    

Repayments under credit facility

   (100,000  —      (22,500

Repurchases of senior notes

   —      (26,965  (329,571

Proceeds from the issuance of convertible notes, net of equity-related issuance costs of $1,881

   —      —      358,107  

Deferred financing costs paid

   (10,074  —      (8,077

Purchase of convertible note hedge

   —      —      (76,680

Proceeds from the issuance of common stock warrants

   —      —      43,740  

Proceeds from the issuance of common stock, net of issuance costs of $5,499

   —      —      125,297  

Purchases of treasury stock

   —      —      (4,599

Proceeds from the termination of an interest rate swap on senior notes

   —      —      5,000  

Proceeds from exercise of stock option and purchase plans

   4,828    26,075    566  

Decrease in restricted cash and cash equivalents

   —      —      15  

Other financing activities, net

   (404  (2,427  (1,869
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities—continuing operations

   (105,650  (3,317  89,429  

Net cash flows used in financing activities—discontinued operations

   —      —      —    
  

 

 

  

 

 

  

 

 

 

Net cash flows provided by (used in) financing activities

   (105,650  (3,317  89,429  
  

 

 

  

 

 

  

 

 

 

Net change in cash and cash equivalents

   (80,010  (55,631  178,993  

Cash and cash equivalents—unrestricted, beginning of period

   124,398    180,029    1,036  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents—unrestricted, end of period

  $44,388   $124,398   $180,029  
  

 

 

  

 

 

  

 

 

 

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

60


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2011, 2010 2009 and 2008

2009

(Amounts in thousands)

                         
      Additional          Other  Total 
  Common  Paid-in  Treasury  Retained  Comprehensive  Stockholders’ 
  Stock  Capital  Stock  Earnings  (Loss) Income  Equity 
BALANCE, December 31, 2007 $413  $721,196  $  $230,758  $(10,875) $941,492 
COMPREHENSIVE INCOME:                        
Net income           4,364      4,364 
Unrealized loss on natural gas derivatives, net of deferred income taxes              (884)  (884)
Unrealized loss on interest rate derivatives, net of deferred income taxes              (18,258)  (18,258)
Minimum pension liability, net of deferred income taxes              (13,368)  (13,368)
                        
Comprehensive loss                      (28,146)
Adjustment to apply measurement date provisions of ASC Topic 715           (371)     (371)
Exercise of stock options  1   1,387            1,388 
Net tax benefit related to stock based compensation     175            175 
Employee stock plan purchases     462            462 
Issuance of stock to employees     9            9 
Restricted stock units surrendered  2   (2,926)           (2,924)
Restricted stock shares surrendered     (141)           (141)
Purchase of Company’s common stock  (7)  (19,992)           (19,999)
Stock-based compensation expense     11,274            11,274 
   
BALANCE, December 31, 2008 $409  $711,444  $  $234,751  $(43,385) $903,219 
COMPREHENSIVE INCOME:                        
Net loss           (23)     (23)
Unrealized gain on natural gas derivatives, net of deferred income taxes              867   867 
Unrealized gain on interest rate derivatives, net of deferred income taxes              1,777   1,777 
Minimum pension liability, net of deferred income taxes              7,314   7,314 
                        
Comprehensive income                      9,935 
Issuance of common stock  60   125,237            125,297 
Issuance of common stock warrants     43,740            43,740 
Issuance of convertible notes, including equity-related issuance costs     66,107            66,107 
Purchase of convertible note hedge     (76,680)           (76,680)
Exercise of stock options     145            145 
Net tax expense related to stock based compensation     (3,126)           (3,126)
Employee stock plan purchases  1   414            415 
Issuance of stock to employees     6            6 
Restricted stock units surrendered     (112)           (112)
Restricted stock shares surrendered     (61)           (61)
Purchase of Company’s common stock to fund a supplemental employee retirement plan     4,074   (4,599)        (525)
Stock-based compensation expense     10,324            10,324 
   
BALANCE, December 31, 2009 $470  $881,512  $(4,599) $234,728  $(33,427) $1,078,684 
COMPREHENSIVE INCOME:
                        
Net loss
           (89,128)     (89,128)
Unrealized loss on natural gas derivatives, net of deferred income taxes
              (145)  (145)
Unrealized gain on interest rate derivatives, net of deferred income taxes
              8,621   8,621 
Minimum pension liability, net of deferred income taxes
              (3,138)  (3,138)
                        
Comprehensive income
                      (83,790)
Exercise of stock options
  10   25,702            25,712 
Net tax expense related to stock based compensation
     (254)           (254)
Employee stock plan purchases
     354            354 
Issuance of stock to employees
     9            9 
Restricted stock units surrendered
  1   (1,279)           (1,278)
Restricted stock shares surrendered
     (34)           (34)
Stock-based compensation expense
     10,349            10,349 
   
BALANCE, December 31, 2010
 $481  $916,359  $(4,599) $145,600  $(28,089) $1,029,752 
   
                         

       Additional        Other  Total 
   Common   Paid-in  Treasury  Retained  Comprehensive  Stockholders’ 
   Stock   Capital  Stock  Earnings  (Loss) Income  Equity 

BALANCE, December 31, 2008

  $409    $711,444   $—     $234,751   $(43,385 $903,219  

COMPREHENSIVE INCOME:

        

Net loss

   —       —      —      (23  —      (23

Unrealized gain on natural gas derivatives, net of deferred income taxes

   —       —      —      —      867    867  

Unrealized gain on interest rate derivatives, net of deferred income taxes

   —       —      —      —      1,777    1,777  

Minimum pension liability, net of deferred income taxes

   —       —      —      —      7,314    7,314  
        

 

 

 

Comprehensive income

         9,935  

Issuance of common stock

   60     125,237    —      —      —      125,297  

Issuance of common stock warrants

   —       43,740    —      —      —      43,740  

Issuance of convertible notes, including equity-related issuance costs

   —       66,107    —      —      —      66,107  

Purchase of convertible note hedge

   —       (76,680  —      —      —      (76,680

Exercise of stock options

   —       145    —      —      —      145  

Net tax expense related to stock-based compensation

   —       (3,126  —      —      —      (3,126

Employee stock plan purchases

   1     414    —      —      —      415  

Issuance of stock to employees

   —       6    —      —      —      6  

Restricted stock units surrendered

   —       (112  —      —      —      (112

Restricted stock shares surrendered

   —       (61  —      —      —      (61

Purchase of Company’s common stock to fund a supplemental employee retirement plan

   —       4,074    (4,599  —      —      (525

Stock-based compensation expense

   —       10,324    —      —      —      10,324  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE, December 31, 2009

  $470    $881,512   $(4,599 $234,728   $(33,427 $1,078,684  

COMPREHENSIVE INCOME:

        

Net loss

   —       —      —      (89,128  —      (89,128

Unrealized loss on natural gas derivatives, net of deferred income taxes

   —       —      —      —      (145  (145

Unrealized gain on interest rate derivatives, net of deferred income taxes

   —       —      —      —      8,621    8,621  

Minimum pension liability, net of deferred income taxes

   —       —      —      —      (3,138  (3,138
        

 

 

 

Comprehensive loss

         (83,790

Exercise of stock options

   10     25,702    —      —      —      25,712  

Net tax expense related to stock based compensation

   —       (254  —      —      —      (254

Employee stock plan purchases

   —       354    —      —      —      354  

Issuance of stock to employees

   —       9    —      —      —      9  

Restricted stock units surrendered

   1     (1,279  —      —      —      (1,278

Restricted stock shares surrendered

   —       (34  —      —      —      (34

Stock-based compensation expense

   —       10,349    —      —      —      10,349  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE, December 31, 2010

  $481    $916,359   $(4,599 $145,600   $(28,089 $1,029,752  

COMPREHENSIVE INCOME:

        

Net income

   —       —      —      10,177    —      10,177  

Unrealized gain on natural gas derivatives, net of deferred income taxes

   —       —      —      —      145    145  

Unrealized gain on interest rate derivatives, net of deferred income taxes

   —       —      —      —      7,860    7,860  

Minimum pension liability, net of deferred income taxes

   —       —      —      —      (15,947  (15,947
        

 

 

 

Comprehensive income

         2,235  

Exercise of stock options

   2     4,457    —      —      —      4,459  

Net tax expense related to stock based compensation

   —       (524  —      —      —      (524

Employee stock plan purchases

   —       369    —      —      —      369  

Issuance of stock to employees

   —       13    —      —      —      13  

Restricted stock units surrendered

   1     (905  —      —      —      (904

Restricted stock shares surrendered

   —       (18  —      —      —      (18

Stock-based compensation expense

   —       10,153    —      —      —      10,153  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

BALANCE, December 31, 2011

  $484    $929,904   $(4,599 $155,777   $(36,031 $1,045,535  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

61


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business and Summary of Significant Accounting Policies

Gaylord Entertainment Company (the “Company”) is a diversified hospitality and entertainment company principally operating, through its subsidiaries, in three business segments: Hospitality; Opry and Attractions; and Corporate and Other. The Company’s fiscal year ends on December 31 for all periods presented.

Business Segments

Hospitality

The Hospitality segment includes the operations of Gaylord Hotels branded hotels and the Radisson Hotel at Opryland, as well as the Company’s ownership interestsprevious investments in two joint ventures. At December 31, 2010,2011, the Company owns and operates the Gaylord Opryland Resort and Convention Center (“Gaylord Opryland”), the Gaylord Palms Resort and Convention Center (“Gaylord Palms”), the Gaylord Texan Resort and Convention Center (“Gaylord Texan”), the Gaylord National Resort & Convention Center (“Gaylord National”), and the Radisson Hotel at Opryland. Gaylord Opryland and the Radisson Hotel at Opryland are both located in Nashville, Tennessee. The Gaylord Palms in Kissimmee, Florida opened in January 2002. The Gaylord Texan in Grapevine, Texas opened in April 2004. The Gaylord National, located in Prince George’s County, Maryland, opened in April 2008.

Opry and Attractions

The Opry and Attractions segment includes all of the Company’s Nashville-based tourist attractions. At December 31, 2010,2011, these include the Grand Ole Opry, the General Jackson Showboat, the Wildhorse Saloon, the Ryman Auditorium and the Gaylord Springs Golf Links, among others. The Opry and Attractions segment also includes WSM-AM.

On June 1, 2010, the Company completed the sale of its Corporate Magic business through the transfer of all of its equity interests in Corporate Magic, Inc. Prior to the sale of this business, which is further described in Note 3, Corporate Magic, Inc. was included in the Company’s Opry and Attractions segment. This business specialized in the production of creative events in the corporate entertainment marketplace. Due to the sale of this business, the results of its operations have been classified as discontinued operations in these consolidated financial statements.

Corporate and Other

Corporate and Other includes operating and selling, general and administrative expenses related to the overall management of the Company which are not allocated to the other reportable segments, including costs for the Company’s retirement plans, equity-based compensation plans, information technology, human resources, accounting, and other administrative expenses.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries. The Company’s investments in non-controlled entities in which it has the ability to exercise significant influence over operating and financial policies are accounted for by the equity method. The Company’s investments in other entities are accounted for using the cost method. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if an entity in which it has a variable interest is a variable interest entity (“VIE”). This analysis primarily includes a qualitative review, which is based on a review of the design of the entity, its organizational structure, including decision-making ability, and relevant financial agreements. This analysis is also used to determine if the Company must consolidate the VIE as the primary beneficiary.

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Reclassifications
Certain amounts in previously issued financial statements have been reclassified to conform to the 2010 presentation. Intangible assets (net of accumulated amortization), indefinite lived intangible assets and investments in the amounts of $0.1 million, $1.5 million and $0.1 million, respectively, at December 31, 2009 have been included in other long-term assets in the accompanying consolidated balance sheet.
Cash and Cash Equivalents — Unrestricted

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Cash and Cash Equivalents — Restricted

Restricted cash and cash equivalents represent cash held in certificates of deposit with an original maturity of greater than three months. The Company is required to maintain these certificates of deposit in order to secure its Tennessee workers’ compensation self-insurance obligations.

Supplemental Cash Flow Information

Cash paid for interest for the years ended December 31 was comprised of (amounts in thousands):

             
  2010  2009  2008 
Debt interest paid $65,231  $71,561  $75,526 
Deferred financing costs paid     8,077   10,753 
Capitalized interest  (1,188)  (793)  (16,360)
   
Cash paid for interest, net of capitalized interest $64,043  $78,845  $69,919 
   

   2011  2010  2009 

Debt interest paid

  $61,667   $65,231   $71,561  

Capitalized interest

   (620  (1,188  (793
  

 

 

  

 

 

  

 

 

 

Cash paid for interest, net of capitalized interest

  $61,047   $64,043   $70,768  
  

 

 

  

 

 

  

 

 

 

Net cash refunds of income tax payments in 2011, 2010 and 2009 and 2008 were $1.5 million, $65.4 million $3.8 million and $6.6$3.8 million, respectively (net of cash payments of income taxes of $1.3 million, $1.6$1.3 million and $1.6 million, respectively). Net cash refunds received in 2010 resulted from the carryback of the 2009 tax loss to the Company’s 2007 income tax return. As the properties affected by the flood in Nashville are located in a Federal Disaster Area, the Company can electelected to deduct the casualty loss in the taxable year immediately preceding the taxable year in which the disaster occurred. Therefore, the Company iswas permitted to take the deduction on its 2009 federal tax return, which was carried back to the 2007 tax year for a refund.

As further discussed in Note 5, the Company received two bonds from Prince George’s County, Maryland during the second quarter of 2008 in connection with the development of Gaylord National. The receipt of these bonds in 2008 is reflected as a non-cash activity for an increase in notes receivable and decrease in property and equipment of $150.4 million in the accompanying consolidated statement of cash flows.

Accounts Receivable

The Company’s accounts receivable are primarily generated by meetings and convention attendees’ room nights. Receivables arising from these sales are not collateralized. Credit risk associated with the accounts receivable is minimized due to the large and diverse nature of the customer base. No customers accounted for more than 10% of the Company’s trade receivables at December 31, 2010.

2011.

Allowance for Doubtful Accounts

The Company provides allowances for doubtful accounts based upon a percentage of revenue and periodic evaluations of the aging of accounts receivable.

63


Deferred Financing Costs

Deferred financing costs consist of prepaid interest, loan fees and other costs of financing that are amortized over the term of the related financing agreements, using the effective interest method. During 2011, 2010 2009 and 2008,2009, deferred financing costs of $5.1 million, $5.3 million, $4.8 million, and $4.4$4.8 million, respectively, were amortized and recorded as interest expense in the accompanying consolidated statements of operations.

As more fully discussed in Note 9,7, as a result of the refinancing of the Company’s $1.0 billion credit facility, the Company wrote off $1.3$1.7 million of deferred financing costs, which is included in interest expense in the accompanying consolidated statements of operations for 2008.2011. In addition, as more fully discussed in Note 9,7, as a result of the Company’s repurchase of portions of its senior notes outstanding, the Company wrote off $0.3 million $4.2 million and $0.6$4.2 million of deferred financing costs during 2010 2009 and 2008,2009, respectively, which is included as a reduction in the net gain on extinguishment of debt in the accompanying consolidated statements of operations for 2010 2009 and 2008.

2009.

Property and Equipment

Property and equipment are stated at cost. Improvements and significant renovations that extend the lives of existing assets are capitalized. Interest on funds borrowed to finance the construction of major capital additions is included in the cost of the applicable capital addition. Maintenance and repairs are charged to expense as incurred. Property and equipment are depreciated using the straight-line method over the following estimated useful lives:

Buildings

  40 years

Land improvements

  20 years

Furniture, fixtures and equipment

  3-8 years

Leasehold improvements

  The shorter of the lease term or

useful life

Impairment of Long-Lived Assets

In accounting for the Company’s long-lived assets other than goodwill, the Company assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset group may not be recoverable. Recoverability of long-lived assets that will continue to be used is measured by comparing the carrying amount of the asset or asset group to the related total future undiscounted net cash flows. If an asset or asset group’s carrying value is not recoverable through those cash flows, the asset group is considered to be impaired. The impairment is measured by the difference between the assets’ carrying amount and their fair value, which is estimated using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available.

Goodwill and Indefinite-Lived Intangibles

Goodwill and other intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually and whenever triggering events or circumstances occur indicating that these intangibles may be impaired. The Company allocates goodwill to reporting units by comparing the fair value of each reporting unit identified to the total fair value of the acquired company on the acquisition date. The Company performs its review of goodwill for impairment by comparing the carrying value of the applicable reporting unit to the fair value of the reporting unit. The Company estimates fair value using discounted cash flow analyses that utilize comprehensive cash flow projections, as well as observable market data to the extent available. If the fair value is less than the carrying value, the Company measures potential impairment by allocating the fair value of the reporting unit to the tangible assets and liabilities of the reporting unit in a manner similar to a business combination purchase price allocation. The remaining fair value of the reporting unit after assigning fair values to all of the reporting unit’s assets and liabilities represents the implied fair value of goodwill of the reporting unit. The impairment is measured by the difference between the carrying value of goodwill and the implied fair value of goodwill. The Company’s goodwill and intangibles are discussed further in Note 3 and Note 6.

Leases

The Company is leasing a 65.3 acre site in Osceola County, Florida on which the Gaylord Palms is located, a 10.0 acre site in Grapevine, Texas on which a portion of the Gaylord Texan is located, and is a lessee under various other leasing arrangements, including leases for office space, office equipment, and other equipment. The Company’s leases are discussed further in Note 16.

64

14.


Long-Term Investments

The Company owns minority interest investments in certain businesses. Generally, non-marketable investments (excluding limited partnerships and limited liability company interests) in which the Company owns less than 20 percent are accounted for using the cost method of accounting and investments in which the Company owns between 20 percent and 50 percent and limited partnerships are accounted for using the equity method of accounting.

Other Assets

Other current and long-term assets of continuing operations at December 31 consist of (amounts in thousands):

         
  2010  2009 
Other current assets:        
Other current receivables $15,435  $19,596 
Prepaid expenses  20,241   20,545 
Inventories  10,877   10,616 
Other current assets  44   11 
   
Total other current assets $46,597  $50,768 
   
         
Other long-term assets:        
Other long-term receivables $  $219 
Deferred software costs, net  22,086   21,777 
Supplemental deferred compensation plan assets  13,422   11,895 
Other long-term assets  15,557   10,967 
   
Total other long-term assets $51,065  $44,858 
   

   2011   2010 

Other current assets:

    

Other current receivables

  $15,326    $15,435  

Income tax receivable

   —       2,395  

Prepaid expenses

   22,424     20,241  

Inventories

   10,762     10,877  

Other current assets

   26     44  
  

 

 

   

 

 

 

Total other current assets

  $48,538    $48,992  
  

 

 

   

 

 

 

Other long-term assets:

    

Deferred software costs, net

  $17,685    $22,086  

Supplemental deferred compensation plan assets

   13,892     13,422  

Other

   19,136     15,557  
  

 

 

   

 

 

 

Total other long-term assets

  $50,713    $51,065  
  

 

 

   

 

 

 

Other Current Assets

Other current receivables result primarily from principal payments and interest income accrued on the notes received in connection with the development of Gaylord National and other non-operating income that are due within one year. Prepaid expenses consist of prepayments for property taxes at one of the Company’s hotel properties, insurance and other contracts that will be expensed during the subsequent year. Inventories consist primarily of merchandise and food and beverage inventory for resale and are carried at the lower of cost or market. Cost is computed on an average cost basis.

Other Long-Term Assets

The Company capitalizes the costs of computer software developed for internal use. Accordingly, the Company has capitalized the external costs and certain internal payroll costs to acquire and develop computer software. Deferred software costs are amortized on a straight-line basis over their estimated useful lives of 3 to 5 years. Amortization expense of deferred software costs during 2011, 2010 and 2009 and 2008 was $8.7 million, $8.2 million, and $7.1 million, respectively.

Other assets include, among various other items, deferred costs associated with the Company’s potential developments in Aurora, Colorado and $5.6 million, respectively.

65

Mesa, Arizona.


Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities of continuing operations at December 31 consist of (amounts in thousands):

         
  2010  2009 
Trade accounts payable $17,759  $10,317 
Accrued construction in progress  8,914   4,412 
Property and other taxes payable  24,539   27,455 
Deferred revenues  39,454   46,314 
Accrued salaries and benefits  30,296   17,753 
Accrued self-insurance reserves  8,603   9,195 
Accrued interest payable  11,422   11,224 
Other accrued liabilities  34,356   21,990 
   
Total accounts payable and accrued liabilities $175,343  $148,660 
   

   2011   2010 

Trade accounts payable

  $13,871    $17,759  

Accrued construction in progress

   7,506     8,914  

Property and other taxes payable

   28,939     24,539  

Deferred revenues

   44,611     39,454  

Accrued salaries and benefits

   29,566     30,296  

Accrued self-insurance reserves

   8,898     8,603  

Accrued interest payable

   5,589     11,422  

Other accrued liabilities

   29,995     34,356  
  

 

 

   

 

 

 

Total accounts payable and accrued liabilities

  $168,975    $175,343  
  

 

 

   

 

 

 

Deferred revenues consist primarily of deposits on advance bookings of hotel rooms and advance ticket sales at the Company’s tourism properties, as well as uncollected attrition and cancellation fees. The Company is self-insured up to a stop loss for certain losses relating to workers’ compensation claims, employee medical benefits and general liability claims. The Company recognizes self-insured losses based upon estimates of the aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry or the Company’s historical experience. Other accrued liabilities include accruals for, among others, purchasing, meeting planner commissions and utilities.

Income Taxes

The Company establishes deferred tax assets and liabilities based on the difference between the financial statement and income tax carrying amounts of assets and liabilities using existing tax laws and tax rates. The Company reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. See Note 1513 for more detail on the Company’s income taxes.

Other Long-Term Liabilities

Other long-term liabilities of continuing operations at December 31 consist of (amounts in thousands):

         
  2010  2009 
Pension and postretirement benefits liability $45,028  $42,149 
Straight-line lease liability  56,757   50,840 
Deferred compensation liability  13,422   11,895 
Unrealized tax benefits  18,952   16,123 
Other long-term liabilities  8,041   3,370 
   
Total other long-term liabilities $142,200  $124,377 
   

   2011   2010 

Pension and postretirement benefits liability

  $68,386    $45,028  

Straight-line lease liability

   62,570     56,757  

Deferred compensation liability

   13,892     13,422  

Unrealized tax benefits

   14,141     18,952  

Other

   7,220     8,041  
  

 

 

   

 

 

 

Total other long-term liabilities

  $166,209    $142,200  
  

 

 

   

 

 

 

Revenue Recognition

Revenues from occupied hotel rooms are recognized as earned on the close of business each day and from concessions and food and beverage sales at the time of the sale. Revenues from other services at the Company’s hotels, such as spa, parking, and transportation services, are recognized at the time services are provided. 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, as well as cancellation fees, are recognized as revenue in the period they are collected. The Company recognizes revenues from the Opry and Attractions segment when services are provided or goods are shipped, as applicable. 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 from the customer and relieves the liability when payments are remitted to the applicable governmental agency.

66


Preopening Costs

The Company expenses the costs associated with start-up activities and organization costs associated with its development or reopening of hotels and significant attractions as incurred. The Company’s preopening costs during 2011 primarily relate to a new restaurant concept at the Radisson Hotel at Opryland that opened in the third quarter of 2011. The Company’s preopening costs during 2010 included costs associated with the reopening of Gaylord Opryland and the Grand Ole Opry House as more fully described in Note 2 below. The Company’s preopening costs during 2008 included costs associated with the opening of Gaylord National in April 2008.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs included in continuing operations were $22.2 million, $25.6 million, and $18.7 million for 2011, 2010 and $25.8 million for 2010, 2009, and 2008, respectively.

Stock-Based Compensation

The Company has stock-based employee compensation plans, which are described more fully in Note 11.9. The Company accounts for its stock-based compensation plan under the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “(ASC”(“ASC”) ASC 718, “Compensation — Stock Compensation.”

Discontinued Operations

The Company has presented the operating results, financial position and cash flows of Corporate Magic and ResortQuest as discontinued operations in the accompanying consolidated financial statements as of December 31, 20102011 and 20092010 and for each of the three years in the period ended December 31, 2010.2011. The results of operations of these businesses,this business, including impairment and other charges, restructuring charges and any gain or loss on disposal, have been reflected as discontinued operations, net of taxes, in the accompanying consolidated statements of operations and the assets and liabilities of these businessesthis business are reflected as discontinued operations in the accompanying consolidated balance sheets, as further described in Note 3.

67


Income (Loss) Income Per Share

Earnings per share is measured at two levels: basic earnings per share and diluted earnings per share. Basic earnings per share is computed by dividing net income (loss) income by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income (loss) income by the weighted average number of common shares outstanding after considering the effect of conversion of dilutive instruments, calculated using the treasury stock method. Net income (loss) income per share amounts are calculated as follows for the years ended December 31 (income and share amounts in thousands):

             
  2010 
  Loss  Shares  Per Share 
Net loss $(89,128)  47,256  $(1.89)
Effect of dilutive stock options         
   
Net loss — assuming dilution $(89,128)  47,256  $(1.89)
   
             
  2009 
  Income  Shares  Per Share 
Net loss $(23)  42,490  $(0.00)
Effect of dilutive stock options     244    
   
Net loss — assuming dilution $(23)  42,734  $(0.00)
   
             
  2008 
  Income  Shares  Per Share 
Net income $4,364   40,943  $0.11 
Effect of dilutive stock options     314    
   
Net income — assuming dilution $4,364   41,257  $0.11 
   

   2011 
   Income  Shares   Per Share 

Net income

  $10,177    48,351    $0.21  

Effect of dilutive common stock equivalents

   —      787     —    

Effect of convertible notes

   —      645     —    
  

 

 

  

 

 

   

 

 

 

Net income — assuming dilution

  $10,177    49,783    $0.20  
  

 

 

  

 

 

   

 

 

 
   2010 
   Loss  Shares   Per Share 

Net loss

  $(89,128  47,256    $(1.89

Effect of dilutive common stock equivalents

   —      —       —    
  

 

 

  

 

 

   

 

 

 

Net loss — assuming dilution

  $(89,128  47,256    $(1.89
  

 

 

  

 

 

   

 

 

 
   2009 
   Loss  Shares   Per Share 

Net loss

  $(23  42,490    $(0.00

Effect of dilutive common stock equivalents

   —      244     —    
  

 

 

  

 

 

   

 

 

 

Net loss — assuming dilution

  $(23  42,734    $(0.00
  

 

 

  

 

 

   

 

 

 

For 2010, the effect of dilutive common stock optionsequivalents was the equivalent of approximately 709,000 shares of common stock outstanding. Because the Company had a loss from continuing operations during 2010, these incremental shares were excluded from the computation of dilutive earnings per share for that year as the effect of their inclusion would have been anti-dilutive.

Additionally, the Company had approximately 1,401,000, 1,628,000 3,546,000 and 3,727,0003,546,000 stock-based compensation awards outstanding as of December 31, 2011, 2010, 2009, and 2008,2009, respectively, that could potentially dilute earnings per share in the future but were excluded from the computation of diluted earnings per share for 2011, 2010 2009 and 2008,2009, respectively, as the effect of their inclusion would have been anti-dilutive.

As discussed in Note 9,7, during September 2009, the Company issued 3.75% Convertible Senior Notes (the “Convertible Notes”) due 2014. It is the Company’s intention to settle the face value of the Convertible Notes in cash upon conversion/maturity. Any conversion spread associated with the conversion/maturity of the Convertible Notes may be settled in cash or shares of the Company’s common stock. The effect of potentially issuable shares under this conversion spread for the yearyears ended December 31, 2010 and 2009 was the equivalent of approximately 413,000 and 0 shares, respectively, of common stock outstanding. Because the Company had a loss from continuing operations for 2010, these incremental shares were excluded from the computation of dilutive earnings per share for that period as the effect of their inclusion would have been anti-dilutive. The Convertible Notes became convertible as of January 1, 2011 through at least March 31, 2011; however, at this time, the Company has received no notices of note holders electing to convert their Convertible Notes.

In connection with the issuance of these notes, the Company entered into warrant transactions with the note underwriters to sell common stock warrants. The initial strike price of these warrants is $32.70 per share of the Company’s common stock and the warrants cover an aggregate of approximately 13.2 million shares of the Company’s common stock. If the average closing stock price of the Company’s stock during the reporting period exceeds this strike price, these warrants will be dilutive. The warrants may only be settled in shares of the Company’s common stock.

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Comprehensive Income (Loss)

Comprehensive (Loss) Income
The Company’s comprehensive income (loss) income is presented in the accompanying consolidated statements of stockholders’ equity.

A rollforward of the amounts included in comprehensive income (loss) income related to the fair value of financial derivative instruments that qualify for hedge accounting, net of deferred taxes, for the years ended December 31 is as follows (in thousands):

             
  Interest Rate  Natural Gas  Total 
  Derivatives  Derivatives  Derivatives 
       
Balance at December 31, 2008 $(18,258) $(867) $(19,125)
2009 changes in fair value, net of deferred taxes of $1,050 and $515  1,777   867   2,644 
Reclassification to earnings         
       
Balance at December 31, 2009  (16,481)     (16,481)
2010 changes in fair value, net of deferred taxes of $4,814 and $(81)
  8,621   (234)  8,387 
Reclassification to earnings
     89   89 
       
Balance at December 31, 2010
 $(7,860) $(145) $(8,005)
       

   Interest Rate
Derivatives
  Natural Gas
Derivatives
  Total
Derivatives
 

Balance at December 31, 2009

  $(16,481 $—     $(16,481

2010 changes in fair value, net of deferred taxes of $(2,408) and $(184)

   (4,312  (337  (4,649

Reclassification to earnings, net of deferred taxes of $7,222 and $103

   12,933    192    13,125  
  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2010

   (7,860  (145  (8,005

2011 changes in fair value, net of deferred taxes of $(159) and $(189)

   (288  (344  (632

Reclassification to earnings, net of deferred taxes of $4,526 and $270

   8,148    489    8,637  
  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2011

  $—     $—     $—    
  

 

 

  

 

 

  

 

 

 

Derivatives and Hedging Activities

As more fully discussed in Note 10,8, the Company utilizes derivative financial instruments to reduce interest rate risks related to its variable rate debt and to manage risk exposure to changes in the value of portions of its fixed rate debt, as well as changes in the prices at which the Company purchases natural gas. The Company records derivatives in the statement of financial position and measures derivatives at fair value. Changes in the fair value of those instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting.

Financial exposures are managed as an integral part of the Company’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of the interest rate and natural gas commodity markets may have on operating results. The Company does not engage in speculative transactions, nor does it hold or issue financial instruments for trading purposes. The Company formally documents hedging instruments and hedging items, as well as its risk management objective and strategy for undertaking hedged items. This process includes linking all derivatives that are designated as fair value and cash flow hedges to specific assets, liabilities or firm commitments on the consolidated balance sheet or to forecasted transactions. The Company also formally assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective, the derivative expires or is sold or terminated, or the derivative is discontinued because it is unlikely that a forecasted transaction will occur, the Company discontinues hedge accounting prospectively for that specific hedge instrument.

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Newly Issued Accounting Standards

In June 2009, the FASB modified ASC 810, “Consolidation” (“Topic 810”) to amend the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE. This modification requires a qualitative analysis, rather than a quantitative analysis, that considers who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance, as well as an assessment of who has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This modification also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. Before this modification, reconsideration of whether an enterprise is the primary beneficiary of a VIE was required only when specific events occurred. The Company adopted the provisions of this modification in the first quarter of 2010,

69


and this adoption did not have a material impact on the Company’s consolidated financial position or results of operations. See “Principles of Consolidation” above and Note 7 for additional disclosures.
In January 2010, the FASB issued Accounting Standards Update (“ASU”)ASU No. 2010-06, Topic 820, “Fair Value Measurements and Disclosures,” to require more detailed disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, including the amounts and reasons for the transfers. Level 3 fair value measurements should present separate information about purchases, sales, issuances and settlements. In addition, this ASU requires that a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities, defined as a subset of assets or liabilities within a line item in the statement of financial position, as well as disclosures about the valuation techniques and inputs used to measure fair value in either Level 2 or Level 3. The disclosure requirements related to the Level 3 fair value measurement activities will be effective for the Company beginning in the first quarter of 2011, and the Company does not expect this requirement to have a material impact on its consolidated financial statements. The Company adopted the remaining disclosure requirements of this ASU in the first quarter of 2010,2011, and the adoption did not have a material impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Topic 820, “Fair Value Measurements,” to clarify existing guidance and to require more detailed disclosures relating to Level 3 fair value measurements. In addition, this ASU requires that a reporting entity should provide the hierarchy classification for items whose fair value is not recorded on the balance sheet but is disclosed in the footnotes. The Company will adopt this ASU in the first quarter of 2012 and does not expect this adoption to have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Topic 220, “Comprehensive Income,” to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either instance, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. Portions of this ASU were deferred, and the Company will adopt the required portions of the ASU in the first quarter of 2012 and does not expect this adoption to have a material impact on the Company’s consolidated financial statements.

2. Nashville Flood

On May 3, 2010, Gaylord Opryland, the Grand Ole Opry, certain of the Company’s Nashville-based attractions, and certain of the Company’s corporate offices experienced significant flood damage as a result of the historic flooding of the Cumberland River (collectively, the “Nashville Flood”). Gaylord Opryland, the Grand Ole Opry, and certain of the Company’s corporate offices were protected by levees accredited by the Federal Emergency Management Agency (“FEMA”) (which, according to FEMA, was based on information provided by the Company), and built to sustain a 100-year flood; however, the river rose to levels that over-topped the levees. Gaylord Opryland reopened November 15, 2010. The Grand Ole Opry continued its schedule at alternative venues, including the Company-owned Ryman Auditorium, and the Grand Ole Opry House reopened September 28, 2010. Certain other of the Company’s Nashville-based attractions were closed for a period of time, but reopened during June and July 2010, and the majority of the affected corporate offices reopened during November 2010. The Company has segregated all costs and insurance proceeds related to the Nashville Flood from normal operations and reported those amounts as casualty loss or preopening costs in the accompanying consolidated statements of operations.

Casualty Loss

During 2010, the Company recorded $92.3 million of expense and $50.0 million of insurance proceeds related to the Nashville Flood as casualty

Casualty loss in the accompanying consolidated statement of operations as followsfor the years ended December 31 was comprised of the following (in thousands):

                     
      Opry and  Corporate  Insurance    
  Hospitality  Attractions  and Other  Proceeds  Total 
   
Site remediation $15,586  $2,895  $913  $  $19,394 
Impairment of property and equipment  30,470   7,366   7,134      44,970 
Other asset write-offs  1,811   1,098         2,909 
Non-capitalized repairs of buildings and equipment  1,649   2,932   239      4,820 
Continuing costs during shut-down period  15,644   3,023   779      19,446 
Other  169   93   520      782 
Insurance proceeds           (50,000)  (50,000)
   
Net casualty loss $65,329  $17,407  $9,585  $(50,000) $42,321 
           

   2011 
   Hospitality  Opry and
Attractions
   Corporate
and Other
  Total 

Site remediation

  $(179 $286    $(81 $26  

Impairment of property and equipment

   —      —       332    332  

Non-capitalized repairs of buildings and equipment

   —      67     14    81  

Other

   6    146     634    786  
  

 

 

  

 

 

   

 

 

  

 

 

 

Net casualty loss

  $(173 $499    $899   $1,225  
  

 

 

  

 

 

   

 

 

  

 

 

 

   2010 
   Hospitality   Opry and
Attractions
   Corporate
and Other
   Insurance
Proceeds
  Total 

Site remediation

  $15,586    $2,895    $913    $—     $19,394  

Impairment of property and equipment

   30,470     7,366     7,134     —      44,970  

Other asset write-offs

   1,811     1,098     —       —      2,909  

Non-capitalized repairs of buildings and equipment

   1,649     2,932     239     —      4,820  

Continuing costs during shut-down period

   15,644     3,023     779     —      19,446  

Other

   169     93     520     —      782  

Insurance proceeds

   —       —       —       (50,000  (50,000
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Net casualty loss

  $65,329    $17,407    $9,585    $(50,000 $42,321  
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

All costs directly related to remediating the affected properties are included in casualty loss. Lost profits from the interruption of the various businesses are not reflected in the above table.

Site remediation began as soon as flood waters ceased to rise. Site remediation, as described herein, includes expenditures for outside contractors to perform water extraction, debris removal, humidity control, facility cleaning and sanitizing, and the establishment of temporary utilities.

Based on an ongoing assessment of the flood damage and necessary replacement of property and equipment, in connection with its preparation of financial information for the second quarter of 2010, the Company made an estimate of the amount of the impairment

70


charges incurred in connection with the Nashville Flood. As the Company continued its rebuilding efforts during the remainder of 2010, it determined additional write-offs of property and equipment were necessary. The gross carrying amount of property and equipment written down during 2010 as a result of damage sustained from the Nashville Flood, which included land improvements, buildings and furniture, fixtures and equipment, was $161.2 million, and the related accumulated depreciation of this property and equipment was $116.2 million, which resulted in total impairment charges of $45.0 million.
In connection with its preparation of financial information for the fourth quarter of 2011, the Company determined an additional write-off of property and equipment was necessary. The gross carrying amount of property and equipment written down during 2011 as a result of damage sustained from the Nashville Flood was $0.4 million, and the related accumulated depreciation of this property and equipment was $0.1 million, which resulted in total impairment charges of $0.3 million.

Other asset write-offs primarily include inventory items that were no longer able to be used or sold due to flood damage. Non-capitalized repairs of buildings and equipment primarily include the cost of repairs of items that did not require complete replacement. As the Company concludes it rebuilding and non-capitalized repair process, additional costs may be necessary.

The Company also incurred operating costs at the affected properties during the period that the properties were closed. The Company has included continuing operating costs, other than depreciation and amortization, incurred through June 10, 2010 (the date at which the Company determined that the remediation was substantially complete), as well as certain specific operating costs incurred subsequent to that date directly related to remediating the flooded properties, as casualty loss in the accompanying consolidated statement of operations. The majority of these costs classified as casualty loss during 2010 were employment costs ($12.6 million), equipment and facility rental ($2.5 million), property and other taxes ($0.8 million), consulting fees ($0.9 million), and insurance costs ($0.3 million).

Insurance Proceeds

At May 3, 2010, the Company had in effect a policy of insurance with a per occurrence flood limit of $50.0 million at the affected properties. During 2010, the Company received $50.0 million in insurance proceeds and has recorded these insurance proceeds as an offset to the net casualty loss in the accompanying consolidated statement of operations. Effective July 1, 2010,At December 31, 2011, the Company increased thisCompany’s per occurrence flood insurance to $100.0 million, and effective August 19, 2010, the Company increased this per occurrence flood insurance tois $150.0 million.

Preopening Costs

The Company expenses the costs associated with start-up activities and organization costs associated with its development of hotels and significant attractions as incurred. AsIn 2010, as a result of the extensive damage to Gaylord Opryland and the Grand Ole Opry House and the extended period in which these properties were closed, the Company incurred costs associated with the redevelopment and reopening of these facilities through the date of reopening. The Company has included all costs directly related to redeveloping and reopening these affected properties, as well as all continuing operating costs not directly related to remediating the flooded properties, other than depreciation and amortization, incurred since June 10, 2010 (the date at which the Company determined that the remediation was substantially complete), through the date of reopening, as preopening costs in the accompanying consolidated statement of operations. During 2010, the Company incurred $55.3 million in preopening costs. The majority of the costs classified as preopening costs during 2010 include employment costs ($29.0 million), advertising and promotional costs ($6.8 million), facility costs ($3.7 million), supplies ($3.0 million), property and other taxes ($2.7 million), equipment and facility rental ($1.7 million), and insurance costs ($1.3 million).

3. Discontinued Operations

As discussed in Note 1, the Company has reflected the following businesses as discontinued operations. The results of operations, net of taxes (prior to their disposal, where applicable) and the carrying value of the assets and liabilities of these businesses have been reflected in the accompanying consolidated financial statements as discontinued operations for all periods presented.

Corporate Magic

During the second quarter of 2010, in a continued effort to focus on its core Gaylord Hotels and Opry and Attractions businesses, the Company committed to a plan of disposal of its Corporate Magic business. On June 1, 2010, the Company completed the sale of Corporate Magic through the transfer of all of its equity interests in Corporate Magic, Inc. to the president of Corporate Magic who, prior to the transaction, was employed by the Company. In exchange for its equity interests in Corporate Magic, the Company received, prior to giving effect to a purchase price adjustment based on the working capital of Corporate Magic as of the closing, a note receivable, which terms provide for a quarterly payment from the purchaser, beginning in the second quarter of 2011 through the first quarter of 2017. The Company recorded this note receivable at its fair value of $0.4 million, based on the expected cash receipts under the note, discounted at a discount rate that reflects management’s assessment of a market participant’s view of risks associated

71


with the projected cash flows of Corporate Magic. The Company recognized a pretax gain of $0.6 million related to the sale of Corporate Magic in 2010.

At December 31, 2008, the carrying amount of the Company’s goodwill associated with Corporate Magic was $6.9 million. In connection with the preparation of the Company’s financial statements for the third quarter of 2009, as a result of significant adverse changes in the business climate of Corporate Magic, the Company determined that the goodwill of this reporting unit may have been impaired and performed an interim impairment review on this goodwill, as described in Note 1. As a result, the Company recorded an impairment charge of $6.6 million during 2009, to write down the carrying value of goodwill at the impaired reporting unit to its implied fair value of $0.3 million. The Company estimated the fair value of the reporting unit by using a discounted cash flow analysis that utilized comprehensive cash flow projections, as well as assumptions based on market data to the extent available. The discount rate utilized in this analysis was 16%, which reflected market-based estimates of capital costs and discount rates adjusted for management’s assessment of a market participant’s view of risks associated with the projected cash flows of the reporting unit.

The following table reflects the results of operations of businesses accounted for as discontinued operations for the years ended December 31 (amounts in thousands):

             
  2010  2009  2008 
       
Revenues:            
Corporate Magic $2,389  $6,276  $16,455 
       
Operating (loss) income:            
Corporate Magic $(716) $(7,708) $809 
Other  204   (87)  (354)
Restructuring charges        (262)
       
Total operating (loss) income  (512)  (7,795)  193 
       
Interest expense, net of amounts capitalized     (1)  (4)
Interest income  32       
Other gains and (losses)            
Corporate Magic  618       
Other  45   119   214 
       
Total other gains and (losses)  663   119   214 
       
Income (loss) before income taxes  183   (7,677)  403 
Benefit for income taxes  2,887   540   129 
       
Income (loss) from discontinued operations $3,070  $(7,137) $532 
       

   2011  2010  2009 

Revenues:

    

Corporate Magic

  $—     $2,389   $6,276  
  

 

 

  

 

 

  

 

 

 

Operating income (loss):

    

Corporate Magic

  $56   $(716 $(7,708

Other

   22    204    (87
  

 

 

  

 

 

  

 

 

 

Total operating income (loss)

   78    (512  (7,795
  

 

 

  

 

 

  

 

 

 

Interest expense, net of amounts capitalized

   —      —      (1

Interest income

   60    32    —    

Other gains and (losses):

    

Corporate Magic

   —      618    —    

Other

   38    45    119  
  

 

 

  

 

 

  

 

 

 

Total other gains and (losses)

   38    663    119  
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

   176    183    (7,677

(Provision) benefit for income taxes

   (67  2,887    540  
  

 

 

  

 

 

  

 

 

 

Income (loss) from discontinued operations

  $109   $3,070   $(7,137
  

 

 

  

 

 

  

 

 

 

The benefit for income taxes for 2010 primarily relates to a permanent tax benefit recognized on the sale of the stock of Corporate Magic.

72


The assets and liabilities of the discontinued operations presented in the accompanying consolidated balance sheets at December 31 are comprised of (amounts in thousands):
         
  2010  2009 
           
Current assets:        
Cash and cash equivalents — unrestricted $  $4 
Trade receivables     1,053 
Prepaid expenses     1,324 
Other current assets     63 
           
Total current assets     2,444 
           
         
Property and equipment, net     32 
Note receivable, net of discount  401    
Goodwill     329 
Other long-term assets     54 
           
Total long-term assets  401   415 
           
Total assets $401  $2,859 
           
         
Current liabilities:        
Accounts payable and accrued liabilities $357  $3,872 
           
Total current liabilities  357   3,872 
           
         
Other long-term liabilities:        
Other long-term liabilities  451   491 
           
Total long-term liabilities  451   491 
           
Total liabilities $808  $4,363 
           
4. Property and Equipment

Property and equipment of continuing operations at December 31 is recorded at cost and summarized as follows (amounts in thousands):

         
  2010  2009 
Land and land improvements $214,989  $212,953 
Buildings  2,241,813   2,195,367 
Furniture, fixtures and equipment  482,011   507,339 
Construction in progress  51,843   34,664 
           
   2,990,656   2,950,323 
           
Accumulated depreciation  (789,211)  (800,541)
           
Property and equipment, net $2,201,445  $2,149,782 
           

   2011  2010 

Land and land improvements

  $217,811   $214,989  

Buildings

   2,272,381    2,241,813  

Furniture, fixtures and equipment

   533,396    482,011  

Construction in progress

   59,822    51,843  
  

 

 

  

 

 

 
   3,083,410    2,990,656  

Accumulated depreciation

   (874,283  (789,211
  

 

 

  

 

 

 

Property and equipment, net

  $2,209,127   $2,201,445  
  

 

 

  

 

 

 

Depreciation expense, including amortization of assets under capital lease obligations, of continuing operations during 2011, 2010 and 2009 and 2008 was $116.6 million, $97.4 million, and $109.2 million, and $104.1 million, respectively.

5. Notes Receivable

In connection with the development of Gaylord National, Prince George’s County, Maryland (“the County”) issued three series of bonds. The first bond issuance, with a face value of $65 million, was issued by the County in April 2005 to support the cost of infrastructure being constructed by the project developer, such as roads, water and sewer lines. The second bond issuance, with a face value of $95 million (“Series A Bond”), was issued by the County in April 2005 and placed into escrow until substantial completion of the convention center and 1,500 rooms within the hotel. The Series A Bond and the third bond issuance, with a face value of $50 million (“Series B Bond”), were delivered to the Company upon substantial completion and opening of the Gaylord National on April 2, 2008. The interest rate on the Series A Bond and Series B Bond is 8.0% and 10.0%, respectively.

73 The maturity date of the Series A Bond and the Series B Bond is July 1, 2034 and September 1, 2037, respectively.


The Company is currently holding the Series A Bond and Series B Bond and receiving the debt service thereon, which is payable from tax increments, hotel taxes and special hotel rental taxes generated from the development. Accordingly, duringdevelopment through the maturity date. During the second quarter of 2008, the Company calculated the present value of the future debt service payments from the Series A Bond and Series B Bond based on their effective interest rates of 8.04% and 11.42%, respectively, at the time the bonds were delivered to the Company and recorded a note receivable and offset to property and equipment in the amounts of $93.8 million and $38.3 million, respectively, in the accompanying consolidated balance sheet. The Company also calculated the present value of the interest that had accrued on the Series A Bond between its date of issuance and delivery to the Company based on its effective interest rate of 8.04% at the time the bond was delivered to the Company and recorded a note receivable and offset to property and equipment in the amount of $18.3 million in the accompanying consolidated balance sheet. The Company is recording the amortization of discount on these notes receivable as interest income over the life of the notes.

During 2011, 2010 2009 and 2008,2009, the Company recorded interest income of $12.3 million, $12.8 million $14.8 million and $11.3$14.8 million, respectively, on these bonds, which included $12.6 million, $12.6 million and $9.4 million, respectively, of interest that accrued on the bonds subsequent to their delivery to the Company and $0.2 million, $2.2 million and $1.9 million, respectively, related to amortization of the discount on the bonds. The Company received payments of $14.4 million, $16.3 million and $17.1 million during 2011, 2010 and 2009, respectively, relating to this note receivable.

6. Intangibles

The carrying amount of indefinite lived intangible assets not subject to amortization in continuing operations was $1.5 million at December 31, 20102011 and 2009.2010. The gross carrying amount of amortized intangible assets in continuing operations was $1.2 million and $1.1 million, respectively, at December 31, 20102011 and 2009.2010. The related accumulated amortization of intangible assets in continuing operations was $1.1 million and $1.0 million at December 31, 20102011 and 2009,2010, respectively. The amortization expense related to intangibles from continuing operations during 2011, 2010, and 2009 was $30,000, $42,000 and 2008 was $42,000, $52,000 and $53,000 respectively.

7. Investments

Investments related to continuing operations at December 31 are summarized as follows (amounts in thousands):
         
  2010  2009 
Long term investments:        
RHAC Holdings, LLC $  $128 
Waipouli Holdings, LLC      
     
Total long-term investments $  $128 
     
RHAC Holdings, LLC
Through a joint venture arrangement with G.O. IB-SIV US, a private real estate fund managed by DB Real Estate Opportunities Group (“IB-SIV”), the Company holds a 19.9% ownership interest in RHAC Holdings, LLC, which it acquired in exchange for its initial capital contribution of $4.7 million to RHAC Holdings, LLC in 2005. Through a wholly-owned subsidiary, RHAC, LLC, RHAC Holdings LLC owns the 716-room Aston Waikiki Beach Hotel and related assets located in Honolulu, Hawaii (“the Waikiki Hotel”). RHAC, LLC financed the purchase of the Waikiki Hotel by entering into a series of loan transactions with Greenwich Capital Financial Products, Inc. (the “Waikiki Hotel Lender”) consisting of a $70.0 million senior loan secured by the Waikiki Hotel and a $16.3 million mezzanine loan secured by the ownership interest of RHAC, LLC (collectively, the “Waikiki Hotel Loans”). On September 29, 2006, RHAC, LLC refinanced the Waikiki Hotel Loans with the Waikiki Hotel Lender, which resulted in the mezzanine loan increasing from $16.3 million to $34.9 million. IB-SIV is the managing member of RHAC Holdings, LLC, but certain actions of RHAC Holdings, LLC initiated by IB-SIV require the Company’s approval as a member. In addition, under the joint venture arrangement, Aston Hotels & Resorts (recently renamed from ResortQuest Hawaii, which the Company formerly owned) manages the hotel under a 20-year hotel management agreement with RHAC, LLC and Aston Hotels & Resorts is responsible for the day-to-day operations of the Waikiki Hotel in accordance with RHAC, LLC’s business plan. The Company retained its ownership interest in RHAC Holdings, LLC after the sale of ResortQuest Hawaii. The Company is accounting for its investment in RHAC Holdings, LLC under the equity method of accounting.
In 2010, the Company received dividends in excess of its investment balance related to RHAC Holdings, LLC. As such, the Company recognized these excess dividends as income from unconsolidated companies as received in the accompanying consolidated statements of operations, and any future dividends received from

74

Debt


RHAC Holdings, LLC will be recognized as income from unconsolidated companies. In addition, the Company will continue to monitor its share of net income/losses not recognized during the periods to determine if the resulting investment balance should again be recorded in the future.
Waipouli Holdings, LLC
Through a joint venture arrangement with RREEF Global Opportunities Fund II, LLC, a private real estate fund managed by DB Real Estate Opportunities Group (“RREEF”), the Company holds an 18.1% ownership interest in Waipouli Holdings, LLC, which it acquired in exchange for its initial capital contribution of $3.8 million to Waipouli Holdings, LLC in 2006. Through a wholly-owned subsidiary, Waipouli Owner, LLC, Waipouli Holdings, LLC previously owned the 311-room ResortQuest Kauai Beach at Makaiwa Hotel, located in Kapaa, Hawaii (“the Kauai Hotel”). Waipouli Owner, LLC financed the purchase of the Kauai Hotel in 2006 by entering into a series of loan transactions with Morgan Stanley Mortgage Capital, Inc. consisting of a $52.0 million senior loan secured by the Kauai Hotel, an $8.2 million senior mezzanine loan secured by the ownership interest of Waipouli Owner, LLC, and an $8.2 million junior mezzanine loan secured by the ownership interest of Waipouli Owner, LLC. RREEF is the managing member of Waipouli Holdings, LLC, but certain actions of Waipouli Holdings, LLC initiated by RREEF require the Company’s approval as a member. During October 2010, the mortgage lender directed the sale of the Kauai Hotel, which did not result in any proceeds to Waipouli Owner, LLC. The Company is accounting for its investment in Waipouli Holdings, LLC under the equity method of accounting. As the Company does not expect to make future contributions to the joint venture entity, it has not reduced the carrying value of its investment in Waipouli Holdings, LLC below zero or recognized its share of gains or losses of the joint venture for 2010 or 2009.
As more fully discussed in Note 8, the Company recognized a non-cash impairment charge of approximately $2.5 million during 2008 to write off its investment in Waipouli Holdings, LLC.
8. Impairment and Other Charges
La Cantera
On April 15, 2008, the Company terminated the Agreement of Purchase and Sale dated as of November 19, 2007 (the “Purchase Agreement”) with LCWW Partners, a Texas joint venture, and La Cantera Development Company, a Delaware corporation (collectively, “Sellers”), to acquire the assets related to the Westin La Cantera Resort, located in San Antonio, Texas, on the basis that the Company did not obtain financing satisfactory to it. Pursuant to the terms of the Purchase Agreement and a subsequent amendment, the Company forfeited a $10.0 million deposit previously paid to Sellers. As a result, the Company recorded an impairment charge of $12.0 million during 2008 to write off the deposit, as well as certain transaction-related expenses that were also capitalized in connection with the potential acquisition.
Chula Vista
On November 17, 2008, the Company announced that it had terminated its plans to develop a resort and convention hotel in Chula Vista, California, due to prolonged planning and approval processes, a complicated regulatory and legal structure, and excessive off-site infrastructure costs. As a result of this decision, during 2008, the Company incurred a non-cash impairment charge of approximately $4.7 million to write off certain costs that were capitalized in connection with the Chula Vista project.
Waipouli Holdings, LLC
As further discussed in Note 7, through a joint venture arrangement, the Company holds an 18.1% ownership interest in Waipouli Holdings, LLC, which, through a wholly-owned subsidiary, previously owned the Kauai Hotel. During the fourth quarter of 2008, the Company determined that it would not be able to recover its investment in Waipouli Holdings, LLC by either continuing to operate the hotel or by selling the hotel. Therefore, the Company recorded an impairment charge of $2.5 million during 2008 to write off its investment balance and accrue the estimated costs of disposal related to Waipouli Holdings, LLC.

75


9. Debt
The Company’s debt and capital lease obligations related to continuing operations at December 31 consisted of (amounts in thousands):
         
  2010  2009 
$1.0 Billion Credit Facility $700,000  $700,000 
3.75% Convertible Senior Notes, net of unamortized discount of $53,449 and $65,136  306,551   294,864 
6.75% Senior Notes  152,180   180,700 
Nashville Predators Promissory Note     1,000 
Capital lease obligations  484   2,124 
     
Total debt  1,159,215   1,178,688 
Less amounts due within one year  (58,574)  (1,814)
     
Total long-term debt $1,100,641  $1,176,874 
     
Note 16 discusses

   2011  2010 

$925 Million Credit Facility

  $600,000   $—    

$1.0 Billion Credit Facility

   —      700,000  

3.75% Convertible Senior Notes, net of unamortized discount of $40,754 and $53,449

   319,246    306,551  

6.75% Senior Notes

   152,180    152,180  

Capital lease obligations

   2,399    484  
  

 

 

  

 

 

 

Total debt

   1,073,825    1,159,215  

Less amounts due within one year

   (755  (58,574
  

 

 

  

 

 

 

Total long-term debt

  $1,073,070   $1,100,641  
  

 

 

  

 

 

 

The above decrease in amounts due within one year results from the Nashville Predators Promissory Note and capital lease obligationsConvertible Notes meeting a condition for convertibility as of December 31, 2010, but not as of December 31, 2011. As of December 31, 2011, the Company was in more detail, including annual maturities.

compliance with all covenants related to its outstanding debt.

Annual maturities of long-term debt, excluding capital lease obligations, are as follows (amounts in thousands).

                 
  $1.0 Billion  3.75% Convertible  6.75%    
  Credit Facility  Senior Notes (1)  Senior Notes  Total 
2011 $  $  $  $- 
2012  700,000         700,000 
2013           - 
2014     360,000   152,180   512,180 
2015           - 
Years thereafter           - 
   
Total $700,000  $360,000  $152,180  $1,212,180 
         
(1)Annual maturities of the 3.75% Convertible Senior Notes during 2014 include $58.4 million classified as current in the accompanying consolidated balance sheet as of December 31, 2010, as more fully described below.
:

   $925 Million
Credit  Facility
   3.75% Convertible
Senior Notes
   6.75%
Senior Notes
   Total 

2012

  $—      $—      $—      $—    

2013

   —       —       —       —    

2014

   —       360,000     152,180     512,180  

2015

   600,000     —       —       600,000  

2016

   —       —       —       —    

Years thereafter

   —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $600,000    $360,000    $152,180    $1,112,180  
  

 

 

   

 

 

   

 

 

   

 

 

 

Accrued interest payable at December 31, 2011 and 2010 was $5.6 million and 2009 was $11.4 and $11.2 million, respectively, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets.

$1.0 Billion Credit Facility

On July 25, 2008, the Company refinanced its $1.0 billion credit facility by entering into a Second Amended and Restated Credit Agreement (the “$1.0 Billion Credit Facility”) by and among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent. The $1.0 Billion Credit Facility consistsconsisted of the following components: (a) $300.0 million senior secured revolving credit facility, which includesincluded a $50.0 million letter of credit sublimit and a $30.0 million sublimit for swingline loans, and (b) a $700.0 million senior secured term loan facility. The term loan facility was fully funded at closing. The $1.0 Billion Credit Facility also includesincluded an accordion feature that willwould allow the Company to increase the $1.0 Billion Credit Facility by a total of up to $400.0 million in no more than three occasions, subject to securing additional commitments from existing lenders or new lending institutions. The revolving loan, letters of credit, and term loan were scheduled to mature on July 25, 2012. At the Company’s election, the revolving loans and the term loans will bearbeared interest at an annual rate of LIBOR plus 2.50% or a base rate (the higher of the lead bank’s prime rate and the federal funds rate) plus 0.50%. As further discussed in Note 10, the Company entered into interest rate swaps with respect to $500.0 million aggregate principal amount of borrowings under the term loan portion to convert the variable rate on those borrowings to a fixed weighted average interest rate of 3.94% plus the applicable margin on these borrowings during the term of the swap agreements. Interest on the Company’s borrowings is payable quarterly, in arrears, for base rate loans and at the end of each interest rate period for LIBOR rate-based loans. Principal is payable in full at

76


maturity. The Company will bewas required to pay a commitment fee of 0.25% per year of the average unused portion of the $1.0 Billion Credit Facility.
The purpose of the $1.0 Billion Credit Facility iswas for working capital, capital expenditures, the financing of the remaining costs and expenses related to the construction of the Gaylord National hotel, and other corporate purposes.
The

$925 Million Credit Facility.

On August 1, 2011, the Company refinanced the $1.0 Billion Credit Facility by entering into a $925 million senior secured credit facility by and among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (the “$925 Million Credit Facility”). The $925 Million Credit Facility consists of the following components: (a) a $525.0 million senior secured revolving credit facility, of which $200.0 million was drawn at closing, and includes a $75.0 million letter of credit sublimit and a $50.0 million sublimit for swingline loans, and (b) a $400.0 million senior secured term loan facility, which was fully funded at closing. The $925 Million Credit Facility also includes an accordion feature that will allow the Company to increase the facility by a total of up to $475.0 million, subject to securing additional commitments from existing lenders or new lending institutions. The $925 Million Credit Facility matures on August 1, 2015 and bears interest at an annual rate of LIBOR plus 2.25% or the bank’s base rate plus 1.25%, subject to adjustment based on the Company’s implied debt service coverage ratio, as defined in the agreement. Interest on the Company’s borrowings is payable quarterly, in arrears, for base rate loans and at the end of each interest rate period for LIBOR-based loans. Principal is payable in full at maturity. The Company is required to pay a fee of 0.3% to 0.4% per year of the average unused portion of the $925 Million Credit Facility. The purpose of the $925 Million Credit Facility is for working capital, capital expenditures, and other corporate purposes.

The $925 Million Credit Facility is (i) secured by a first mortgage and lien on the real property and related personal and intellectual property of the Company’s Gaylord Opryland hotel, Gaylord Palms hotel, Gaylord Texan Gaylord Palmshotel and Gaylord National hotel, and pledges of equity interests in the entities that own such properties and (ii) guaranteed by each of the four wholly ownedwholly-owned subsidiaries that own the four hotels. Advances are subject to a 55% borrowing base, based on the appraisal value of the hotel properties (reduced to 50% in the event a hotel property is sold).

In addition, the $1.0 Billion$925 Million Credit Facility 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 $1.0 Billion$925 Million Credit Facility are as follows:

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

The Company must maintain a consolidated funded indebtedness to total asset value ratio as of the end of each calendar quarter of not more than 65%.
The Company must maintain a consolidated tangible net worth of not less than the sum of $600.0 million, increased on a cumulative basis as of the end of each calendar quarter, commencing with the calendar quarter ending March 31, 2005, by an amount equal to (i) 75% of consolidated net income (to the extent positive) for the calendar quarter then ended, plus (ii) 75% of the proceeds received by the Company or any of the Company’s subsidiaries in connection with any equity issuance.
The Company must maintain a minimum consolidated fixed charge coverage ratio, as defined in the agreement, of not less than 2.00 to 1.00.
The Company 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.

The Company must maintain a consolidated tangible net worth of not less than $850.0 million plus 75% of the proceeds received by the Company or any of its subsidiaries in connection with any equity issuance.

The Company must maintain a minimum consolidated fixed charge coverage ratio, as defined in the agreement, of not less than 1.75 to 1.00.

The Company 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 $1.0 Billion$925 Million Credit Facility, the commitments under the $1.0 Billion$925 Million Credit Facility may be terminated and the principal amount outstanding under the $1.0 Billion$925 Million Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable. The $1.0 Billion$925 Million Credit Facility is cross-defaulted to the Company’s other indebtedness.

As a result of the refinancing of the $1.0 Billion Credit Facility, in 2008, the Company wrote off $1.3$1.7 million of deferred financing costs, related to the previous facility, which are included in interest expense in the accompanying consolidated statements of operations.

Effective May 19, 2010, the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, entered into a Conditional Waiver (the “Waiver”) which waived, subject to the terms and conditions of the Waiver, any default of the Company under Section 9.01(l) of the $1.0 Billion Credit Facility as a result of the cessation of operations with respect to Gaylord Opryland due to recent flood damage. The Waiver was scheduled to expire on December 31, 2010 unless (a) the Company had substantially completed the restoration and/or rebuilding of the Gaylord Opryland and reopened the Gaylord Opryland for business and (b) all proceeds used to restore or rebuild the Gaylord Opryland came from insurance proceeds, cash on hand and/or availability under the Company’s revolving line of credit provided for in the $1.0 Billion Credit Facility. The Company satisfied the conditions of the Waiver and is now in compliance with all covenants related to its $1.0 Billion Credit Facility.

As of December 31, 2010, $700.02011, $600.0 million of borrowings were outstanding under the $1.0 Billion$925 Million Credit Facility, and the lending banks had issued $8.6$8.0 million of letters of credit under the facility for the Company, which left $291.4$317.0 million of availability under the credit facility (subject to the satisfaction of debt incurrence tests under the indentures governing our senior notes).

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3.75% Convertible Senior Notes

During September 2009, the Company issued $360 million, including the exercise of an overallotment option, of 3.75% Convertible Senior Notes. The Convertible Notes have a maturity date of October 1, 2014, and interest is payable semiannually in cash in arrears on April 1 and October 1, beginning April 1, 2010.1. The Notes are convertible, under certain circumstances as described below, at the holder’s option, into shares of the Company’s common stock, at an initial conversion rate of 36.6972 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $27.25 per share. The Company may elect, at its option, to deliver shares of its common stock, cash or a combination of cash and shares of its common stock in satisfaction of its obligations upon conversion of the Convertible Notes.

The Convertible Notes are convertible under any of the following circumstances: (1) during any calendar quarter ending after September 30, 2009 (and only during such calendar quarter), if the closing price of the Company’s common stock for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the applicable conversion price per share of common stock on the last trading day of such preceding calendar quarter; (2) during the ten business day period after any five consecutive trading day period in which the Trading Price (as defined in the Indenture) per $1,000 principal amount of Convertible Notes, as determined following a request by a Convertible Note holder, for each day in such five consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate, subject to certain procedures; (3) if specified corporate transactions or events occur; or (4) at any time on or after July 1, 2014, until the second scheduled trading day immediately preceding October 1, 2014. As of December 31, 2010,2011, none of the first conditionconditions permitting conversion had been satisfied and, thus, the Convertible Notes were convertible as of January 1, 2011 through at least March 31, 2011. At this time, the Company has received no notices of note holders electing to convert their Convertible Notes; however, based on the Company’s borrowing capacity under the $1.0 Billion Credit Facility as of December 31, 2010, $248.2 million of the Convertible Notes has been classified as long-term in the accompanying consolidated balance sheet as of December 31, 2010. Based on a December 31, 2010 closing stock price of $35.94, the “if-converted value” of the Convertible Notes exceeds the face amount by $114.8 million; however, after giving effect to the exercise of the call options and warrants discussed below, the incremental cash or share settlement in excess of the face amount would result in either a cash payment of $42.8 million or a 1.2 million net share issuance by the Company, or a combination of cash and stock, at the Company’s option.

satisfied.

The Convertible Notes are general unsecured and unsubordinated obligations of the Company and rank equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness, including its 6.75% senior notes due 2014, and senior in right of payment to all of its future subordinated indebtedness, if any. The Convertible Notes will be effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness.

The Convertible Notes are guaranteed, jointly and severally, on an unsecured unsubordinated basis by generally all of the Company’s active domestic subsidiaries. Each guarantee will rank equally in right of payment with such subsidiary guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to all future subordinated indebtedness, if any, of such subsidiary guarantor. The Convertible Notes will be effectively subordinated to any secured indebtedness and effectively subordinated to all indebtedness and other obligations of our subsidiaries that do not guarantee the Convertible Notes.

Upon a Fundamental Change (as defined), holders may require the Company to repurchase all or a portion of their Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest, if any, thereon to (but excluding) the Fundamental Change Repurchase Date (as defined). The Convertible Notes are not redeemable at the Company’s option prior to maturity.

The Company does not intend to file a registration statement for the resale of the Convertible Notes or any common stock issuable upon conversion of the Convertible Notes. As a result, holders may only resell the Convertible Notes or common stock issued upon conversion of the Convertible Notes, if any, pursuant to an exemption from the registration requirements of the Securities Act of 1933 and other applicable securities laws.

The Company accounts for the liability (debt) and the equity (conversion option) components of the Convertible Notes in a manner that reflects the Company’s nonconvertible debt borrowing rate. Accordingly, the Company recorded a debt discount and corresponding increase to additional paid-in capital of $68.0 million as of the date of issuance. In addition, transaction costs of approximately $10.0 million were proportionally allocated between the liability and equity components. The Company is amortizing the debt discount utilizing the effective interest method over the life of the Convertible Notes, which increases the effective interest rate of the Convertible Notes from its coupon rate of 3.75% to 8.46%. During 2011, 2010 and 2009, the Company incurred cash interest expense of $13.5 million, $13.5 million and $3.5 million, respectively, relating to the interest coupon on the Convertible Notes and non-cash interest expense of

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$11.7 $12.7 million, $11.7 million and $2.9 million, respectively, related to the amortization of the debt discount on the Convertible Notes. In addition, transaction costs of approximately $10.0 million were proportionally allocated between the liability and equity components.

Concurrently with the offering of the Convertible Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “Purchased Options”) with counterparties affiliated with the initial purchasers of the Convertible Notes, for purposes of reducing the potential dilutive effect upon conversion of the Convertible Notes. The initial strike price of the Purchased Options is $27.25 per share of the Company’s common stock (the same as the initial conversion price of the Convertible Notes) and is subject to certain customary adjustments. The Purchased Options cover, subject to anti-dilution adjustments substantially similar to the Convertible Notes, approximately 13.2 million shares of common stock. The Company may settle the Purchased Options in shares, cash or a combination of cash and shares, at its option. The cost of the Purchased Options was approximately $76.7 million, which was recorded as a reduction to additional paid-in capital. The Purchased Options will expire on October 1, 2014.

Separately and concurrently with entering into the Purchased Options, the Company also entered into warrant transactions whereby it sold warrants to each of the hedge counterparties to acquire, subject to anti-dilution adjustments, up to approximately 13.2 million shares of common stock at an initial exercise price of $32.70 per share. The warrants may only be settled in shares of the Company’s common stock. The aggregate proceeds from the warrant transactions were approximately $43.7 million, which was recorded as an increase to additional paid-in capital.

The Company’s net proceeds from the issuance of the Convertible Notes totaled approximately $317.1 million, after deducting discounts, commissions and offering expenses payable by the Company (including the net cost of the convertible note hedge transactions entered into in connection with the offering of the Convertible Notes). The Company used the majority of these proceeds, together with cash on hand, to purchase, redeem or otherwise acquire all of theits 8% Senior Notessenior notes originally due 2013, as more fully disclosed below. The remaining balance of the net proceeds is for general corporate purposes, which may include acquisitions, future development opportunities for new hotel properties, potential expansions or ongoing maintenance of the Company’s existing hotel properties, investments, or the repayment or refinancing of all or a portion of any of the Company’s outstanding indebtedness.

8% Senior Notes

In April 2004, the Company completed its offering of $350 million in aggregate principal amount of senior notes due 2013 (the “8% Senior Notes”) in an institutional private placement followed by a registered exchange offer. The interest rate on these notes was 8%, although the Company entered into fixed to variable interest rate swaps with respect to $125 million principal amount of the 8% Senior Notes, which swaps resulted in an effective interest rate of LIBOR plus 2.95% with respect to that portion of the 8% Senior Notes. The 8% Senior Notes, which were set to mature on November 15, 2013, bore interest semi-annually in arrears on May 15 and November 15 of each year, starting on May 15, 2004.

During December 2008, the Company repurchased $28.5 million in aggregate principal amount of its outstanding 8% Senior Notes for $16.5 million. After adjusting for deferred financing costs, the Company recorded a pre-tax gain of $11.6 million, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statement of operations.
year.

During the first nine months of 2009, the Company repurchased $61.6 million in aggregate principal amount of its outstanding 8% Senior Notes for $44.7 million. After adjusting for deferred financing costs and other costs, the Company recorded a pre-tax gain of $15.9 million as a result of the repurchases, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statement of operations. The Company used available cash and borrowings under its revolving credit facility to finance the purchases.

On September 23, 2009, the Company commenced a cash tender offer for its outstanding 8% Senior Notes and a solicitation of consents from holders of the 8% Senior Notes to effect certain proposed amendments to the indenture governing these notes. On October 6, 2009, the Company received the requisite consents of holders representing at least a majority in principal amount of the 8% Senior Notes then outstanding to enter into the Sixth Supplemental Indenture pursuant to the Company’s previously announced consent solicitation with respect to the 8% Senior Notes. Following the expiration of the tender offer on October 21, 2009, $223.6 million aggregate principal amount of the Company’s outstanding 8% Senior Notes had been validly tendered and were repurchased by the Company pursuant to the terms of the tender offer. The Company also called for redemption at a price of 102.667% of the principal amount thereof, plus accrued interest, on November 15, 2009, all remaining outstanding 8% Senior Notes. As a result of these transactions, after adjusting for deferred financing costs, the deferred gain on a terminated swap related to these notes, and other costs, the Company recorded a pre-tax loss of $6.0 million, which is recorded as an offset in the net gain on

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extinguishment of debt in the accompanying consolidated statement of operations. The Company used available cash and proceeds from the issuance of the Convertible Notes and the common stock offering to finance the purchases.

6.75% Senior Notes

On November 30, 2004, the Company completed its offering of $225 million in aggregate principal amount of senior notes due 2014 (the “6.75% Senior Notes”) in an institutional private placement. In April 2005, the Company filed an exchange offer registration statement on Form S-4 with the SEC with respect to the 6.75% Senior Notes and subsequently exchanged the existing senior notes for publicly registered senior notes with the same terms after the registration statement was declared effective in May 2005. The interest rate of these notes is 6.75%. The 6.75% Senior Notes, which mature on November 15, 2014, bear interest semi-annually in cash in arrears on May 15 and November 15 of each year, starting on May 15, 2005.year. The 6.75% Senior Notes are redeemable, in whole or in part by the Company, at any time on or after November 15, 2009 at a designated redemption amount, plus accrued and unpaid interest. The 6.75% Senior Notes rank equally in right of payment with the Company’s other unsecured unsubordinated debt, but are effectively subordinated to all of the Company’s secured debt to the extent of the assets securing such debt. The 6.75% Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by generally all of the Company’s active domestic subsidiaries. In connection with the offering of the 6.75% Senior Notes, the Company paid approximately $4.2 million in deferred financing costs.

The 6.75% Senior Notes indenture contains certain covenants which, among other things, limit the incurrence of additional indebtedness, (including additional indebtedness under the Company’s senior secured delayed draw term loan facility), investments, dividends, transactions with affiliates, asset sales, capital expenditures, mergers and consolidations, liens and encumbrances and other matters customarily restricted in such agreements. The 6.75% Senior Notes are cross-defaulted to the Company’s other indebtedness.

During 2010, the Company repurchased $28.5 million in aggregate principal amount of its outstanding 6.75% Senior Notes for $27.0 million. After adjusting for deferred financing costs and other costs, the Company recorded a pre-tax gain of $1.3 million as a result of the repurchase, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statement of operations.

During 2009, the Company repurchased $27.0 million in aggregate principal amount of its outstanding 6.75% Senior Notes for $17.8 million. After adjusting for deferred financing costs and other costs, the Company recorded a pre-tax gain of $8.8 million as a result of the repurchase, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statement of operations.

During December 2008, the Company repurchased $17.3 million in aggregate principal amount of its outstanding 6.75% Senior Notes for $8.9 million. After adjusting for deferred financing costs, the Company recorded a pre-tax gain of $8.2 million as a result of the repurchase, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statement of operations.
As of December 31, 2010, the Company was in compliance with all covenants related to its outstanding debt.
10.

8. Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risks managed by using derivative instruments are interest rate risk and commodity price risk. Interest rate swaps are entered into to manage interest rate risk associated with portions of the Company’s fixed and variable rate borrowings. Natural gas price swaps are entered into to manage the price risk associated with forecasted purchases of natural gas and electricity used by the Company’s hotels. The Company designates its interest rate swaps as cash flow hedges of variable rate borrowings and natural gas price swaps as cash flow hedges of forecasted purchases of natural gas and electricity. The Company had designated certain interest rate swaps of its fixed rate borrowings as fair value hedges prior to the termination of these interest rate swaps in the second quarter of 2009. All of the Company’s derivatives are held for hedging purposes. Prior to July 2009, a portion of the Company’s natural gas price swap contracts were considered economic hedges and did not qualify for hedge accounting. The Company does not engage in speculative transactions, nor does it hold or issue financial instruments for trading purposes. All of the counterparties to the Company’s derivative agreements are financial institutions with at least investment grade credit ratings.

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Cash Flow Hedging Strategy

For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings (e.g., in “interest expense” when the hedged transactions are interest cash flows associated with variable rate debt). The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, or ineffectiveness, if any, is recognized in the statement of operations during the current period.

The Company assesses the correlation of the terms of these derivatives with the terms of the underlying hedged items on a quarterly basis.

The Company previously utilized an interest rate swap agreement currently utilized by the Companythat effectively modifies the Company’smodified its exposure to interest rate risk by converting $500.0 million, or 71%, of the Company’s variable rate debt outstanding under the term loan portion of the Company’s $1.0 Billion Credit Facility to a weighted average fixed rate of 3.94% plus the applicable margin on these borrowings, thus reducing the impact of interest rate changes on future interest expense. This agreement involvesinvolved the receipt of variable rate amounts in exchange for fixed rate interest payments through July 25, 2011, without an exchange of the underlying principal amount. The critical terms of the swap agreements matchmatched the critical terms of the borrowings under the term loan portion of the $1.0 Billion Credit Facility. Therefore, the Company has designated these interest rate swap agreements as cash flow hedges. As the terms of these derivatives matchmatched the terms of the underlying hedged items, there should bewas no gain (loss) from ineffectiveness recognized in income on derivatives unless there is a termination of the derivative or the forecasted transaction is determined to be unlikely to occur.

The Company previously entered into a series of forward-starting interest rate swaps with a combined notional amount of $403.0 million to convert the variable rate on $403.0 million aggregate principal amount of borrowings under the delayed draw term loan portion of the Company’s previous $1.0 billion credit facility to a fixed rate to manage the Company’s exposure to changes in interest rates on these borrowings. On July 25, 2008, the Company terminated these interest rate swaps in connection with its refinancing of the $1.0 Billion Credit Facility. Based upon quotes, the fair value of these interest rate swaps was a $1.3 million asset as of the termination date. Accordingly, the Company received $1.3 million in cash from the termination of these swaps, which was recorded as other gains and losses in the accompanying consolidated statements of operations for 2008.
derivatives.

The Company enters into natural gas price swap contracts to manage the price risk associated with a portion of the Company’s forecasted purchases of natural gas and electricity used by the Company’s hotels. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchases of these commodities. At December 31, 2011, the Company had no natural gas price swap contracts outstanding. At December 31, 2010, the Company had 36 variable to fixed natural gas price swap contracts that maturematured from January 2011 to December 2011 with an aggregate notional amount of approximately 1,031,000 dekatherms. The Company has designated these natural gas price swap contracts as cash flow hedges. At December 31, 2009, the Company had no open variable to fixed natural gas price swap contracts. The Company assesses the correlation of the terms of these derivatives with the terms of the underlying hedged items on a quarterly basis.

The Company previously entered into six natural gas price swap contracts that were scheduled to mature from July 2010 to December 2010 to manage the price risk associated with a portion of the forecasted purchases of natural gas to be used at Gaylord Opryland. As a result of the Nashville Flood discussed above, the majority of these purchases were not going to be made. During June 2010, the Company terminated these contracts and received $0.1 million in cash, which is recorded in other gains and losses in the accompanying consolidated statement of operations for 2010.

Fair Value Hedging Strategy

For derivative instruments that are designated and qualify as fair value hedges, the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, is recognized in the same line item associated with the hedged item in current earnings (e.g., in “interest expense” when the hedged item is fixed-rate debt).

The Company previously entered into two interest rate swap agreements to manage interest rate risk exposure on its fixed rate debt. The interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting $125.0 million of the Company’s fixed rate debt outstanding under its 8% Senior Notes to a variable rate equal to six-month LIBOR plus 2.95%, thus reducing the impact of interest rate changes on the fair value of the underlying fixed rate debt. This agreement involved the receipt of fixed rate amounts in exchange for variable rate interest payments through November 15, 2013, without an exchange of the underlying principal amount. The critical terms of the swap agreement mirrored the terms of the 8% Senior Notes. Therefore, the Company designated these interest rate swap agreements as fair value hedges. The counterparties, as permitted by the agreements, each opted to terminate its portion of the $125.0 million swap agreement effective May 15, 2009. As stated in the agreement, the two counterparties each paid a $2.5 million termination fee, plus accrued interest, to the Company on May 15, 2009.

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Prior to the redemption of the 8% Senior Notes discussed in Note 9,7, the Company amortized the resulting $5.0 million gain on the swap agreement over the remaining term of the 8% Senior Notes using the effective interest method. As a result of the redemption of the 8% Senior Notes, the Company recognized the remaining unamortized gain on the swap agreement during the fourth quarter of 2009, which is included in net gain on extinguishment of debt in the accompanying consolidated statement of operations for 2009. During 2009, the Company recognized a loss on derivative of $1.2 million and a gain on the related hedged fixed rate debt of $1.2 million, both of which are recorded in interest expense, net of amounts capitalized, in the accompanying consolidated statement of operations for 2009. The Company had no open fair value hedges at December 31, 20102011 or 2009.
2010.

The fair value of the Company’s derivative instruments based upon quotes, with appropriate adjustments for non-performance risk of the parties to the derivative contracts, at December 31 is as follows:

                 
  Asset Derivatives  Liability Derivatives 
(in thousands) 2010  2009  2010  2009 
Derivatives designated as hedging instruments:
                
Interest rate swaps — cash flow hedges $  $  $12,227  $25,661 
Natural gas swaps  22      248    
             
Total derivatives designated as hedging instruments
 $22  $  $12,475  $25,661 
             
                 
Total derivatives not designated as hedging instruments
 $  $  $  $ 
             
                 
             
Total derivatives
 $22  $  $12,475  $25,661 
             

   Asset Derivatives   Liability Derivatives 
(in thousands)  2011   2010   2011   2010 

Derivatives designated as hedging instruments:

        

Interest rate swaps—cash flow hedges

  $—      $—      $—      $12,227  

Natural gas swaps

   —       22     —       248  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total derivatives designated as hedging instruments

  $—      $22    $—      $12,475  
  

 

 

   

 

 

   

 

 

   

 

 

 

The effect of derivative instruments on the statement of operations for the years ended December 31 is as follows (in thousands):

                     
  Amount of Gain (Loss)       
  Recognized in OCI on  Location of Amount  Amount Reclassified from 
Derivatives in Cash Derivative  Reclassified from  Accumulated OCI 
Flow Hedging (Effective Portion)  Accumulated OCI into  into Income 
Relationships 2010  2009  Income  2010  2009 
Interest rate swaps $13,434  $2,828  Interest expense, net of amounts capitalized  $  $ 
Natural gas swaps  (315)  1,382  Other gains (losses), net   (89)   
                
Total
 $13,119  $4,210  Total $(89) $ 
                 
 
      Amount of Gain (Loss) 
Derivatives Not Location of Gain (Loss)  Recognized in Income on 
Designated as Recognized in Income on  Derivative 
Hedging Instruments Derivatives  2010  2009 
Natural gas swaps Other gains and (losses), net  $202  $(106)
11.

   

Amount of Gain (Loss)
Recognized in OCI on

Derivative

     Amount Reclassified
from Accumulated OCI
 
Derivatives in Cash Flow  (Effective Portion)  Location of Amount Reclassified from  into Income 

Hedging Relationships

  2011  2010  

Accumulated OCI into Income

  2011   2010 

Interest rate swaps

  $(447 $(6,720 

Interest expense, net of amounts capitalized

  $12,674    $20,154  

Natural gas swaps

   (533  (521 

Operating costs

   759     295  
  

 

 

  

 

 

    

 

 

   

 

 

 

Total

  $(980 $(7,241 Total  $13,433    $20,449  
  

 

 

  

 

 

    

 

 

   

 

 

 

Derivatives Not Designated as  Location of Gain Recognized in Income on  Amount of Gain Recognized in
Income on Derivative
 

Hedging Instruments

  

Derivatives

  2011   2010 

Natural gas swaps

  Other gains and (losses), net  $—      $202  

9. Stock Plans

The Company’s 2006 Omnibus Incentive Plan (the “Plan”) permits the grant of stock options, restricted stock, and restricted stock units to its directors and employees for up to 2,690,000 shares of common stock. The Plan also provides that no more than 1,350,000 of those shares may be granted for awards other than options or stock appreciation rights.

Stock option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant and generally expire ten years after the date of grant. Generally, stock options granted to non-employee directors are exercisable after one year from the date of grant, while options granted to employees are exercisable one to four years from the date of grant. The Company records compensation expense equal to the fair value of each stock option award granted on a straight line basis over the option’s vesting period unless the option award contains a market provision, in which case the Company records compensation expense equal to the fair value of each award on a straight-line basis over the requisite service period for each separately vesting

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portion of the award. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing formula that uses the assumptions noted in the following table. Because the Black-Scholes-Merton option pricing formula incorporates ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on the historical volatility of the Company’s stock. The Company uses historical data to estimate expected option exercise and employee termination patterns within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The weighted average for key assumptions used in determining the fair value of options granted in the period ended December 31 are as follows:

             
  2010  2009  2008 
   
Expected volatility  67.1% — 68.1%  54.6% — 64.5%  23.9% — 37.6%
Weighted-average expected volatility  67.1%  56.2%  26.9%
Expected dividends         
Expected term (in years)  4.9 — 5.1   5.0 — 5.1   4.7 — 5.1 
Risk-free rate  1.3% — 2.6%  1.9% — 2.7%  2.6% — 3.3%

   2011 2010 2009

Expected volatility

  68.2% - 68.2% 67.1% - 68.1% 54.6% - 64.5%

Weighted-average expected volatility

  68.2% 67.1% 56.2%

Expected dividends

  —   —   —  

Expected term (in years)

  5.1 - 5.1 4.9 - 5.1 5.0 - 5.1

Risk-free rate

  2.1% - 2.1% 1.3% - 2.6% 1.9% - 2.7%

A summary of stock option activity under the Company’s equity incentive plans as of December 31, 20102011 and changes during the year ended December 31, 20102011 is presented below:

         
      Weighted 
      Average 
  Number of  Exercise 
Stock Options  Shares  Price 
Outstanding at January 1, 2010  3,364,183  $28.10 
Granted  511,196   20.31 
Exercised  (1,005,281)  25.57 
Canceled  (208,799)  27.66 
        
Outstanding at December 31, 2010  2,661,299   27.73 
        
Exercisable at December 31, 2010  1,775,790   31.37 
        

      Weighted 
      Average 
   Number of  Exercise 

Stock Options

  Shares  Price 

Outstanding at January 1, 2011

   2,661,299   $27.73  

Granted

   204,600    34.30  

Exercised

   (198,034  22.48  

Canceled

   (135,381  41.85  
  

 

 

  

Outstanding at December 31, 2011

   2,532,484    27.92  
  

 

 

  

Exercisable at December 31, 2011

   1,765,521    30.19  
  

 

 

  

The weighted average remaining contractual term of options outstanding and exercisable as of December 31, 20102011 was 4.94.7 and 3.2 years, respectively. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 20102011 was $28.6$7.1 million and $14.0$3.5 million, respectively. The weighted-average grant-date fair value of options granted during 2011, 2010, and 2009 was $19.94, $11.56, and 2008 was $11.56, $5.38, and $8.63, respectively. The total intrinsic value of options exercised during 2011, 2010, and 2009 and 2008 was $2.4 million, $7.5 million, and $0.01 million, and $0.4 million, respectively.

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The Plan also provides for the award of restricted stock and restricted stock units (“Restricted Stock Awards”). Restricted Stock Awards granted to employees vest one to four years from the date of grant, and Restricted Stock Awards granted to non-employee directors vest after one year from the date of grant. The fair value of Restricted Stock Awards is determined based on the market price of the Company’s stock at the date of grant. The Company generally records compensation expense equal to the fair value of each Restricted Stock Award granted over the vesting period. The weighted-average grant-date fair value of Restricted Stock Awards granted during 2011, 2010, and 2009 was $33.26, $21.97, and 2008 was $21.97, $11.73, respectively. Additionally, the Company granted 67,400 Restricted Stock Awards to certain members of its management team which may vest in 2014. The number of awards that will ultimately vest will be based on Company performance relative to the annual budgets approved by the Company’s board of directors. The Company will not begin recognizing compensation cost for these awards until the fourth quarter of 2012 when the 2013 budget is approved and $29.98, respectively.the key terms and conditions of the awards will be deemed to be established and a grant date will have occurred. A summary of the status of the Company’s Restricted Stock Awards as of December 31, 20102011 and changes during the year ended December 31, 2010,2011, is presented below:
         
      Weighted 
      Average 
      Grant-Date 
Restricted Stock Awards Shares  Fair Value 
Nonvested shares at January 1, 2010  318,768  $17.09 
Granted  264,530   21.97 
Vested  (104,423)  19.93 
Canceled  (6,981)  22.63 
        
Nonvested shares at December 31, 2010  471,894   18.92 
        

      Weighted 
      Average 
      Grant-Date 

Restricted Stock Awards

  Shares  Fair Value 

Nonvested shares at January 1, 2011

   471,894   $18.92  

Granted

   281,780    33.26  

Vested

   (100,149  19.81  

Canceled

   (19,878  28.96  
  

 

 

  

Nonvested shares at December 31, 2011

   633,647    25.15  
  

 

 

  

The fair value of all Restricted Stock Awards that vested during 2011, 2010 and 2009 and 2008 was $3.3 million, $2.5 million and $0.8 million, and $1.1 million, respectively.

Under its long term incentive plan for key executives (“LTIP”) pursuant to the Plan, in February 2008, the Company granted selected executives and other key employees 449,500 restricted stock units (“LTIP Restricted Stock Units”) and 650,000 stock options (“LTIP Stock Options”). The LTIP Restricted Stock Units initially vested to the extent performance criteria were satisfied at the end of their four-year term. On September 3, 2010, the Company and certain executives entered into amendments to certain of the LTIP Restricted Stock Unit award agreements. As amended, the LTIP Restricted Stock Units will vest as follows: 25% of the LTIP Restricted Stock

Units vested on the date of amendment; some, all or none of the remaining 75% of the LTIP Restricted Stock Units will vest on February 4, 2012 based on the extent to which the performance criteria specified in the original award agreement are satisfied (consistent with the original terms of the award agreements); and 25% of the LTIP Restricted Stock Units will vest on December 31, 2012 provided that the recipient remains employed by the Company on such date (unless vested earlier on February 4, 2012 to the extent performance criteria are satisfied). The number of LTIP Restricted Stock Units that ultimately vest will be determined based on the achievement of various company-wide performance goals. Based on current projections, the Company expects that portions of the performance goals will be achieved and, when coupled with the time-based portion of the awards, all of the LTIP Restricted Stock Units granted will vest. As a result of the amendments to the LTIP Restricted Stock Unit award agreements during 2010, the Company recorded additional compensation cost of $2.8 million. The Company is currently recording compensation expense equal to the fair value of all of the LTIP Restricted Stock Units granted on a straight-line basis over the requisite service period for each separately vesting portion of the awards. If there are changes in the expected achievement of the performance goals, the Company will adjust compensation expense accordingly. The fair value of the LTIP Restricted Stock Units was determined based on the market price of the Company’s stock at the date of grant for the performance-based awards and based on the market price of the Company’s stock at the date of the amendments for the time-based awards. The LTIP Stock Options, which vested two to four years from the date of grant and had a term of ten years, were granted with an exercise price of $38.00, while the market price of the Company’s common stock on the grant date was $31.02. As a result of this market condition, prior to August 6, 2009, the Company was recording compensation expense equal to the fair value of each LTIP Stock Option granted on a straight-line basis over the requisite service period for each separately vesting portion of the award.

On August 6, 2009, the Company entered into Stock Option Cancellation Agreements with certain members of its management team, pursuant to which such individuals surrendered and cancelled 510,000 LTIP Stock Options with an exercise price of $38.00 per share, as well as 472,200 stock options with exercise prices ranging from $40.22 to $56.14 per share, to purchase shares of the Company’s common stock (the “Cancelled Stock Options”), in order to make additional shares available under the Plan for future equity grants to Company personnel. Pursuant to the terms of the Stock Option Cancellation Agreements, these individuals and the Company acknowledged and agreed that the surrender and cancellation of the Cancelled Stock Options was without any expectation to receive, and was without any obligation on the Company to pay or grant, any cash payment, equity awards or other consideration presently or in the future in regard to the cancellation of the Cancelled Stock Options. The Company determined that because the Cancelled Stock Options were cancelled without a concurrent grant of a replacement award, the cancellation should be accounted for as a settlement

84


for no consideration. Therefore, the Company recorded the previously unrecognized compensation cost related to the Cancelled Stock Options of $3.0 million during 2009.

Summaries of the status of the Company’s LTIP Restricted Stock Units and LTIP Stock Options as of December 31, 20102011 and changes during the year ended December 31, 2010,2011, are presented below:

         
      Weighted 
      Average 
      Grant-Date 
LTIP Restricted Stock Units Shares  Fair Value 
Nonvested shares at January 1, 2010  365,750  $31.02 
Granted      
Vested  (84,250)  29.21 
Canceled      
        
Nonvested shares at December 31, 2010  281,500   30.48 
        
         
      Weighted 
      Average 
  Number of  Exercise 
LTIP Stock Options Shares  Price 
Outstanding at January 1, 2010  76,666   $38.00 
Granted      
Exercised      
Canceled      
       
Outstanding at December 31, 2010  76,666   38.00 
       
Exercisable at December 31, 2010  76,666   38.00 
       
The fair value of all LTIP Restricted Stock Units that vested during 2010 was $2.5 million. The weighted-average grant-date fair value of LTIP Stock Options granted during 2008, the year all LTIP Stock Options were granted, was $6.16.

       Weighted 
       Average 
       Grant-Date 

LTIP Restricted Stock Units

  Shares   Fair Value 

Nonvested shares at January 1, 2011

   281,500    $30.48  

Granted

   —       —    

Vested

   —       —    

Canceled

   —       —    
  

 

 

   

Nonvested shares at December 31, 2011

   281,500     30.48  
  

 

 

   

      Weighted 
      Average 
   Number of  Exercise 

LTIP Stock Options

  Shares  Price 

Outstanding at January 1, 2011

   76,666   $38.00  

Granted

   —      —    

Exercised

   —      —    

Canceled

   (76,666  38.00  
  

 

 

  

Outstanding at December 31, 2011

   —      —    
  

 

 

  

Exercisable at December 31, 2011

   —      —    
  

 

 

  

As of December 31, 2010,2011, there was $16.2$18.7 million of total unrecognized compensation cost related to stock options, restricted stock and restricted stock units granted under the Company’s equity incentive plans. That cost is expected to be recognized over a weighted-average period of 2.62.3 years.

Under its Performance Accelerated Restricted Stock Unit Program (“PARSUP”) pursuant to the Plan, the Company granted certain executives and other key employees restricted stock units, the vesting of which occurred upon the earlier of February 2008 or the achievement of various company-wide performance goals. The fair value of PARSUP awards was determined based on the market price of the Company’s stock at the date of grant. The Company recorded compensation expense equal to the fair value of each PARSUP award granted on a straight line basis over a period beginning on the grant date and ending February 2008. No PARSUP awards were granted during 2011, 2010 2009 or 2008.2009. All PARSUP awards vested in February 2008, but certain recipients elected to defer receipt of their vested PARSUP awards. The fair value of the PARSUP awards that vested during 2010, 2009 and 2008 was $0, $0 and $15.2 million, respectively.

The compensation cost that has been charged against pre-tax income for all of the Company’s stock-based compensation plans, including the additional compensation cost related to the amendments of the LTIP Restricted Stock Unit award agreements and the previously unrecognized compensation cost related to the Cancelled Stock Options described above, was $10.2 million, $10.1 million, and $10.0 million for 2011, 2010, and $11.1 million for 2010, 2009, and 2008, respectively. The total income tax benefit recognized in the accompanying consolidated statements of operations for all of the Company’s stock-based employee compensation plans was $3.6$3.7 million, $3.6 million, and $4.0$3.6 million for 2011, 2010, and 2009, and 2008, respectively.

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Cash received from option exercises under all stock-based employee compensation arrangements for 2011, 2010, and 2009 and 2008 was $4.5 million, $25.7 million, $0.1 million, and $1.4$0.1 million, respectively. The actual tax (expense) benefitexpense (benefit) realized from exercise, vesting or cancellation of the stock-based employee compensation arrangements during 2011, 2010, and 2009 and 2008 totaled $(0.3)$(0.7) million, $(3.1)$(2.3) million, and $0.2$3.1 million, respectively, and is reflected as an adjustment to either additional paid-in capital in the accompanying consolidated statements of stockholders’ equity or deferred tax asset.

The Company also has an employee stock purchase plan whereby substantially all employees are eligible to participate in the purchase of designated shares of the Company’s common stock. Participants in the plan purchase these shares at a price equal to 95% of the closing price at the end of each quarterly stock purchase period. The Company issued 15,098, 13,044, 33,172, and 23,53333,172 shares of common stock at an average price per share of $24.41, $27.16, and $12.48 during 2011, 2010, and $19.64 during 2010, 2009 and 2008 respectively.

12.

10. Retirement Plans

During 2008, the Company adopted the measurement date provisions of ASC Topic 715, “Compensation — Retirement Benefits” (“ASC 715”) with respect to its retirement plans by changing the measurement date for the fair value of the plans’ assets and benefit obligations from September 30 to December 31. As a result, the Company recognized a net increase of $0.3 million in the benefit obligation related to its retirement plans, which was accounted for as a $0.2 million decrease to the January 1, 2008 balance of retained earnings, net of deferred income taxes. The adoption of these measurement date provisions had no effect on the Company’s consolidated statement of operations for any prior period presented, and it will not affect the Company’s operating results in future periods.

Prior to January 1, 2001, the Company maintained a noncontributory defined benefit pension plan in which substantially all of its employees were eligible to participate upon meeting the pension plan’s participation requirements. The benefits were based on years of service and compensation levels. On January 1, 2001 the Company amended its defined benefit pension plan to determine future benefits using a cash balance formula. On December 31, 2000, benefits credited under the plan’s previous formula were frozen. Under the cash formula, each participant had an account which was credited monthly with 3% of qualified earnings and the interest earned on their previous month-end cash balance. In addition, the Company included a “grandfather” clause which assures that those participating at January 1, 2001 will receive the greater of the benefit calculated under the cash balance plan and the benefit that would have been payable if the defined benefit plan had remained in existence. The benefit payable to a terminated vested participant upon retirement at age 65, or as early as age 55 if the participant had 15 years of service at the time the plan was frozen, is equal to the

participant’s account balance, which increases with interest credits over time. At retirement, the employee generally receives the balance in the account as a lump sum. The funding policy of the Company is to contribute annually an amount which equals or exceeds the minimum required by applicable law. On December 31, 2001, the plan was frozen such that no new participants were allowed to enter the plan and existing participants were no longer eligible to earn service credits.

The following table sets forth the funded status at December 31 (amounts in thousands):

         
  2010  2009 
CHANGE IN BENEFIT OBLIGATION:
        
Benefit obligation at beginning of year $74,882  $71,840 
Interest cost  4,229   4,337 
Actuarial loss  4,740   2,953 
Benefits paid  (3,573)  (4,248)
       
Benefit obligation at end of year  80,278   74,882 
       
CHANGE IN PLAN ASSETS:
        
Fair value of plan assets at beginning of year  60,088   44,488 
Actual return on plan assets  6,387   12,513 
Employer contributions  3,785   7,335 
Benefits paid  (3,573)  (4,248)
       
Fair value of plan assets at end of year  66,687   60,088 
       
Funded status and accrued pension cost $(13,591) $(14,794)
       

86


   2011  2010 

CHANGE IN BENEFIT OBLIGATION:

   

Benefit obligation at beginning of year

  $80,278   $74,882  

Interest cost

   4,151    4,229  

Actuarial loss

   13,402    4,740  

Benefits paid

   (5,256  (3,573
  

 

 

  

 

 

 

Benefit obligation at end of year

   92,575    80,278  
  

 

 

  

 

 

 

CHANGE IN PLAN ASSETS:

   

Fair value of plan assets at beginning of year

   66,687    60,088  

Actual return on plan assets

   (1,692  6,387  

Employer contributions

   2,526    3,785  

Benefits paid

   (5,256  (3,573
  

 

 

  

 

 

 

Fair value of plan assets at end of year

   62,265    66,687  
  

 

 

  

 

 

 

Funded status and accrued pension cost

  $(30,310 $(13,591
  

 

 

  

 

 

 

Net periodic pension expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands):
             
  2010  2009  2008 
Interest cost $4,229  $4,337  $5,399 
Expected return on plan assets  (4,783)  (3,844)  (6,019)
Recognized net actuarial loss  2,283   3,476   1,293 
Adjustment to retained earnings for adoption of measurment date provisions of ASC Topic 715        (135)
          
Total net periodic pension expense $1,729  $3,969  $538 
          

   2011  2010  2009 

Interest cost

  $4,151   $4,229   $4,337  

Expected return on plan assets

   (5,280  (4,783  (3,844

Recognized net actuarial loss

   2,404    2,283    3,476  
  

 

 

  

 

 

  

 

 

 

Total net periodic pension expense

  $1,275   $1,729   $3,969  
  

 

 

  

 

 

  

 

 

 

The accumulated benefit obligation for the defined benefit pension plan was $80.3$92.6 million and $74.9$80.3 million at December 31, 2011 and 2010, and 2009, respectively.

Assumptions

The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows:

             
  2010  2009  2008 
Discount rate  5.28%  5.84%  6.30%
Rate of compensation increase  N/A   N/A   N/A 
Measurement date  12/31/2010   12/31/2009   12/31/2008 

   2011  2010  2009 

Discount rate

   4.13  5.28  5.84

Rate of compensation increase

   N/A    N/A    N/A  

Measurement date

   12/31/2011    12/31/2010    12/31/2009  

The weighted-average assumptions used to determine the net periodic pension expense for years ended December 31 are as follows:

             
  2010  2009  2008
Discount rate  5.84%  6.30%  6.30%
Rate of compensation increase  N/A   N/A   N/A 
Expected long-term rate of return on plan assets  8.00%  8.00%  8.00%
Measurement date  12/31/2010   12/31/2009   12/31/2008 

   2011  2010  2009 

Discount rate

   5.28  5.84  6.30

Rate of compensation increase

   N/A    N/A    N/A  

Expected long-term rate of return on plan assets

   8.00  8.00  8.00

Measurement date

   12/31/2011    12/31/2010    12/31/2009  

The rate of increase in future compensation levels was not applicable for 2011, 2010 2009 or 20082009 due to the Company amending the plan to freeze the cash balance benefit as described above.

The Company determines the overall expected long-term rate of return on plan assets based on its estimate of the return that plan assets will provide over the period that benefits are expected to be paid out. In preparing this estimate, the Company assesses the rates of return on each targeted allocation of plan assets, return premiums generated by portfolio management, and advice from its third-party actuary and investment consultants. The expected return on plan assets is a long-term assumption and generally does not significantly change annually. While historical returns are considered, the rate of return assumption is primarily based on projections of expected returns, using economic data and financial models to estimate the probability of returns. The probability distribution of annualized returns for the portfolio using current asset allocations is used to determine the expected range of returns for a ten-to-twenty year horizon. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the Company’s pension obligations and expense.

Plan Assets

The plan’s overall strategy is to achieve a rate of return necessary to fund benefit payments by utilizing a variety of asset types, investment strategies and investment managers. The plan seeks to achieve a real long-term rate of return over inflation resulting from income, capital gains, or both, which assists the plan in meeting its long-term objectives.

87


The long-term target allocations for the plan’s assets are 47.5%42.75% domestic equity, 12.5%11.25% international equity, 35%41.50% fixed income and 5%4.50% cash. Equity securities primarily include large cap and mid cap companies. Fixed income securities primarily include corporate bonds of companies in diversified industries, mortgage-backed securities and U.S. Treasuries. Investments in hedge funds and private equity funds are not held by the plan.

The allocation of the defined benefit pension plan’s assets as of the respective measurement date for each year, by asset class, are as follows (amounts in thousands):

         
Asset Class 2010  2009 
Cash $2,508  $1,657 
Equity securities        
U.S. Large Cap (a)  19,401   17,163 
U.S. Mid Cap (a)  7,395   6,110 
International (b)  7,796   6,962 
Core fixed income (c)  23,016   21,148 
High-yield fixed income (d)  6,571   7,048 
   
Total $66,687  $60,088 
   

Asset Class

  2011   2010 

Cash

  $1,715    $2,508  

Equity securities

    

U.S. Large Cap (a)

   18,584     19,401  

U.S. Mid Cap (a)

   6,915     7,395  

International (b)

   6,929     7,796  

Core fixed income (c)

   21,466     23,016  

High-yield fixed income (d)

   6,656     6,571  
  

 

 

   

 

 

 

Total

  $62,265    $66,687  
  

 

 

 �� 

 

 

 

(a)Consists of actively-managed domestic equity mutual funds. Underlying holdings are diversified by sector and industry.
(b)Consists of an actively-managed international equity mutual fund. Underlying holdings are diversified by country, sector and industry. The fund may invest a portion of its assets in emerging markets, which entails additional risk.
(c)Consists of an actively-managed fixed income mutual fund. The fund predominantly invests in investment-grade bonds of U.S. issuers from diverse sectors and industries. The fund also invests in government-backed debt. The fund can invest a portion of its assets in below-investment grade debt and non-U.S. debt, which entails additional risk.
(d)Consists of actively-managed high-yield fixed income mutual funds. The funds invest in investment grade and below-investment grade bonds, with a focus on below-investment grade bonds of U.S. issuers. Underlying holdings are diversified by sector and industry. The funds can invest a portion of its assets in the debt of non-U.S. issuers, which entails additional risk.

All of the assets held by the plan 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.

Periodically, and based on market conditions, the entire account is rebalanced to maintain the desired allocation and the investment policy is reviewed. Within each asset class, plan assets are allocated to various investment styles. Professional managers manage all assets of the plan and professional advisors assist the plan in the attainment of its objectives.

Expected Contributions and Benefit Payments

The Company expects to contribute $2.5$4.5 million to its defined benefit pension plan in 2011.2012. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands):

     
2011 $2,558 
2012  3,938 
2013  3,322 
2014  4,134 
2015  4,730 
2016 - 2020  27,398 

88


2012

  $3,928  

2013

   3,275  

2014

   4,012  

2015

   4,736  

2016

   4,063  

2017 - 2021

   28,954  

Other Information

The Company also maintains non-qualified retirement plans (the “Non-Qualified Plans”) to provide benefits to certain key employees. The Non-Qualified Plans are not funded and the beneficiaries’ rights to receive distributions under these plans constitute unsecured claims to be paid from the Company’s general assets. At December 31, 2010,2011, the Non-Qualified Plans’ projected benefit obligations and accumulated benefit obligations were $13.2$15.2 million.

The Company’s accrued cost related to its qualified and non-qualified retirement plans of $26.8$45.5 million and $26.6$26.8 million at December 31, 20102011 and 2009,2010, respectively, is included in other long-term liabilities in the accompanying consolidated balance sheets. The 2011 increase in the deferred net loss related to the Company’s retirement plans resulted in a decrease in equity of $12.8 million, net of taxes of $7.2 million. The 2010 increase in the deferred net loss related to the Company’s retirement plans resulted in an decrease in equity of $1.5 million, net of taxes of $0.8 million. The 2009 decrease in the deferred net loss related to the Company’s retirement plans resulted in an increase in equity of $5.6 million, net of taxes of $3.1 million. The 2008 increase in the deferred net loss related to the Company’s retirement plans resulted in a decrease in equity of $12.8 million, net of taxes of $7.2 million. The2011, 2010 2009 and 20082009 adjustments to equity due to the change in the minimum liability are included in other comprehensive loss in the accompanying consolidated statements of stockholders’ equity.

The net loss recognized in other comprehensive income for the year ended December 31, 2011 was $20.0 million. Included in accumulated other comprehensive loss at December 31, 2011 are unrecognized actuarial losses of $50.6 million ($32.4 million net of tax) that have not yet been recognized in net periodic pension expense. The net loss recognized in other comprehensive income for the year ended December 31, 2010 was $2.3 million. Included in accumulated other comprehensive loss at December 31, 2010 are unrecognized actuarial losses of $30.6 million ($19.6 million net of tax) that have not yet been recognized in net periodic pension expense. The net gain recognized in other comprehensive income for the year ended December 31, 2009 was $8.7 million. Included in accumulated other comprehensive loss at December 31, 2009 are unrecognized actuarial losses of $28.3 million ($18.1 million net of tax) that havehad not yet been recognized in net periodic pension expense. The estimated actuarial loss for the retirement plans included in accumulated other comprehensive loss that will be amortized from accumulated other comprehensive loss into net periodic pension expense over the next fiscal year is $2.5$4.7 million.

The Company also has contributory retirement savings plans in which substantially all employees are eligible to participate. Through December 31, 2009, the Company contributed an amount equal to 100% of the amount of the employee’s contribution, up to 5% of the employee’s salary. Effective January 1, 2010, the Company contribution was reduced to 100% of the amount of the employee’s contribution, up to 4% of the employee’s salary. In addition, effective January 1, 2002, the Company may contribute up to 2% of the employee’s salary, based upon the Company’s financial performance. Company contributions under the retirement savings plans were $6.0 million, $4.9 million, and $6.2 million for 2011, 2010 and $6.8 million for 2010, 2009, and 2008, respectively.

In addition, the Company maintains a non-qualified contributory deferred compensation plan that allows for certain highly compensated employees to defer a portion of their eligible compensation until a later date. The plan is considered an unfunded and unsecured plan for IRS and ERISA purposes, but the Company has set up a separate trust in which the plan’s assets are held. The trust maintains individual accounts for each participant, but the plan’s assets held in the trust are considered general assets of the Company and are available to satisfy the claims of general creditors in the event of a bankruptcy. The plan allows for the Company to make matching contributions up to 4% of the employee’s salary, reduced by the amount of matching contributions made to the retirement savings plan described above. Company contributions under the deferred compensation plan were $0.1$0.2 million, $0.1 million, and $0.3$0.1 million for 2011, 2010 and 2009, and 2008, respectively.

13.

11. Postretirement Benefits Other Than Pensions

As further discussed in Note 12, during 2008, the Company adopted the measurement date provisions of ASC 715 with respect to the postretirement benefit plans by changing the measurement date for the fair value of the plan’s benefit obligations from September 30 to December 31. As a result, the Company recognized a net increase of $0.3 million in the benefits obligation related to its postretirement benefit plans, which was accounted for as a $0.1 million decrease to the January 1, 2008 balance of retained earnings, net of deferred income taxes. The adoption of these measurement date provisions had no effect on the Company’s consolidated statement of operations for any prior period presented, and it will not affect the Company’s operating results in future periods.

The Company sponsors unfunded defined benefit postretirement health care and life insurance plans for certain employees. The Company contributes toward the cost of health insurance benefits and contributes the full cost of providing life insurance benefits. In order to be eligible for these postretirement benefits, an employee must retire after attainment of age 55 and completion of 15 years of service, or attainment of age 65 and completion of 10 years of service. The Company’s Benefits Trust Committee determines retiree premiums.

89


Effective January 1, 2011, the plan options available to new retirees under these plans changed. All retirees subsequent to that date must participate in single plan option. The Company’s benefit obligation decreased $1.1 million as a result of this amendment.

The following table reconciles the change in benefit obligation of the postretirement plans to the accrued postretirement liability as reflected in other liabilities in the accompanying consolidated balance sheets at December 31 (amounts in thousands):
         
  2010  2009 
Benefit obligation at beginning of year $17,354  $20,469 
Service cost  51   62 
Interest cost  1,045   966 
Actuarial loss (gain)  2,335   (3,539)
Benefits paid  (848)  (604)
   
Benefit obligation at end of year $19,937  $17,354 
   

   2011  2010 

Benefit obligation at beginning of year

  $19,937   $17,354  

Service cost

   46    51  

Interest cost

   1,052    1,045  

Actuarial loss

   5,492    2,335  

Amendments

   (1,075  —    

Benefits paid

   (831  (848
  

 

 

  

 

 

 

Benefit obligation at end of year

  $24,621   $19,937  
  

 

 

  

 

 

 

Net postretirement benefit expense reflected in the accompanying consolidated statements of operations included the following components for the years ended December 31 (amounts in thousands):

             
  2010  2009  2008 
Service cost $51  $62  $110 
Interest cost  1,045   966   1,500 
Recognized net actuarial gain     (183)   
Amortization of curtailment gain  (244)  (244)  (305)
Adjustment to retained earnings for adoption of measurement date provisions of ASC Topic 715        (261)
   
Net postretirement benefit expense $852  $601  $1,044 
   

   2011  2010  2009 

Service cost

  $46   $51   $62  

Interest cost

   1,052    1,045    966  

Recognized net actuarial (gain) loss

   2    —      (183

Amortization of prior service cost

   (434  —      —    

Amortization of curtailment gain

   (244  (244  (244
  

 

 

  

 

 

  

 

 

 

Net postretirement benefit expense

  $422   $852   $601  
  

 

 

  

 

 

  

 

 

 

The weighted-average assumptions used to determine the benefit obligation at December 31 are as follows:

             
  2010  2009  2008 
Discount rate  5.29%  5.77%  6.10%
Measurement date  12/31/2010   12/31/2009   12/31/2008 

   2011  2010  2009 

Discount rate

   4.21  5.29  5.77

Measurement date

   12/31/2011    12/31/2010    12/31/2009  

The weighted-average assumptions used to determine the net postretirement benefit expense for years ended December 31 are as follows:

             
  2010  2009  2008 
Discount rate  5.77%  6.10%  6.30%
Measurement date  12/31/2010   12/31/2009   12/31/2008 

   2011  2010  2009 

Discount rate

   5.29  5.77  6.10

Measurement date

   12/31/2011    12/31/2010    12/31/2009  

The health care cost trend is projected to be 7.8%7.3% in 2011,2012, declining each year thereafter to an ultimate trend rate of 4%-6% per year. The health care cost trend rates are not applicable to the life insurance benefit plan. The health care cost trend rate assumption has a significant effect on the amounts reported. To illustrate, a 1% increase in the assumed health care cost trend rate each year would increase the accumulated postretirement benefit obligation as of December 31, 20102011 by approximately 11% and the aggregate of the service and interest cost components of net postretirement benefit expense would increase approximately 12%14%. Conversely, a 1% decrease in the assumed health care cost trend rate each year would decrease the accumulated postretirement benefit obligation as of December 31, 20102011 by approximately 9% and the aggregate of the service and interest cost components of net postretirement benefit expense would decrease approximately 10%11%.

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The Company expects to contribute $0.9$1.1 million to the plan in 2011.2012. Based on the Company’s assumptions discussed above, the Company expects to make the following estimated future benefit payments under the plan during the years ending December 31 (amounts in thousands):
     
2011 $935 
2012  1,057 
2013  1,120 
2014  1,195 
2015  1,247 
2016-2020  6,667 

2012

  $1,055  

2013

   1,125  

2014

   1,196  

2015

   1,218  

2016

   1,261  

2017-2021

   6,611  

The net loss, prior service credit, amortization of prior service credit, and amortization of curtailment gain recognized in other comprehensive income for 2011 was $5.5 million, $1.1 million, $0.4 million and $0.2 million, respectively. Included in accumulated other comprehensive loss at December 31, 2011 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $6.0 million ($3.9 million net of tax), unrecognized prior service credit of $0.6 million ($0.4 net of tax), and unrecognized curtailment gains of $0.1 million ($0.1 million net of tax). The net loss and amortization of curtailment gain recognized in other comprehensive income for 2010 was $2.3 million $0 and $0.2 million, respectively. Included in accumulated other comprehensive loss at December 31, 2010 are the following amounts that havehad not yet been recognized in net postretirement benefit expense: unrecognized actuarial losses of $0.5 million ($0.3 million net of tax) and unrecognized curtailment gains of $0.3 million ($0.2 million net of tax). The net gain, amortization of net gain,loss, prior service credit, and amortization of curtailment gain recognized in other comprehensive income for 2009 was $3.5 million, $0.2 million and $0.2 million, respectively. Included in accumulated other comprehensive loss at December 31, 2009 are the following amounts that have not yet been recognized in net postretirement benefit expense: unrecognized actuarial gains of $1.8 million ($1.2 million net of tax) and unrecognized curtailment gains of $0.6 million ($0.4 million net of tax). The curtailment gain for the postretirement plans included in accumulated other comprehensive loss that will be amortized from accumulated other comprehensive loss into net postretirement benefit expense over the next fiscal year is $0.2 million.

$0.7 million, $0.4 million and $0.1 million, respectively.

The Company amended the plans effective December 31, 2001 such that only retirees currently receiving benefits under the plans and active employees whose age plus years of service total at least 60 and who have at least 10 years of service as of December 31, 2001 remain eligible.

14.

12. Stockholders’ Equity

Holders of common stock are entitled to one vote per share. During 2000, the Company’s Board of Directors voted to discontinue the payment of dividends on its common stock.

Shareholder Rights Plan

On August 12, 2008, the Company’s Board of Directors adopted a shareholder rights plan, as set forth in the Rights Agreement dated as of August 12, 2008 (the “Original Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent (“Computershare”). Pursuant to the terms of the Original Rights Agreement, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $.01 per share. The dividend was payable on August 25, 2008 to the shareholders of record as of the close of business on August 25, 2008. The Original Rights Agreement was amended on March 9, 2009 and again on August 11, 2011 (the “Amended Rights Agreement”).

The Rights initially trade with, and are inseparable from, the Company’s common stock. The Rights are evidenced only by the balances indicated in the book-entry account system of the transfer agent for the Company’s common stock or, in the case of certificated shares, the certificates that represent such shares of common stock. New Rights will accompany any new shares of common stock the Company issues after August 25, 2008 until the earlier of the Distribution Date, the redemption date or the final expiration date of the Original Rights Agreement, each as described below.

Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (“Preferred Share”) for $95.00, once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting, and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

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Based on the terms of the Amended Rights Agreement, the Rights will not be exercisable until the earlier of the following (the “Distribution Date”):

10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 22% or more of the Company’s outstanding common stock; or

10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 22% or more of the Company’s outstanding common stock; or
10 business days (or a later date determined by the Board before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer (other than a Qualified Offer as described below) which, if completed, would result in that person or group becoming an Acquiring Person.

10 business days (or a later date determined by the Board before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer (other than a Qualified Offer as described below) which, if completed, would result in that person or group becoming an Acquiring Person.

A “Qualified Offer” is a tender or exchange offer for all of the Company’s outstanding common stock in which the same consideration per share is offered for all shares of common stock that (i) is fully financed, (ii) has an offer price per share exceeding the greater of (the “Minimum Per Share Offer Price”): (x) an amount that is 25% higher than the 12-month moving average closing price of the Company’s common stock, and (y) an amount that is 25% higher than the closing price of the Company’s common stock on the day immediately preceding commencement of the offer, (iii) generally remains open until at least the earlier of (x) 106 business days following the commencement of the offer, or (y) the business day immediately following the date on which the results of the vote adopting any redemption resolution at any special meeting of stockholders (as described below) is certified, (iv) is conditioned on the offeror being tendered at least 51% of the Company’s common stock not held by the offeror, (v) assures a prompt second-step acquisition of shares not purchased in the initial offer at the same consideration as the initial offer, (vi) is only subject to customary closing conditions, and (vii) meets certain other requirements set forth in the Amended Rights Agreement.

The Amended Rights Agreement provides that, in the event that the Company receives a Qualified Offer, the Company’s Board of Directors may, but is not obligated to, call a special meeting of stockholders for the purpose of voting on a resolution to accept the Qualified Offer and to authorize the redemption of the outstanding rights issued pursuant to the provisions of the Amended Rights Agreement. Such an action by stockholders would require the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding as of the record date for the special meeting (excluding for purposes of this calculation shares of the Company’s common stock owned by the person making the Qualified Offer). If either (i) such a special meeting is not held within 105 business days following commencement of the Qualified Offer or (ii) at such a special meeting the Company’s stockholders approve such action as set forth above, the Amended Rights Agreement provides that all of the outstanding rights will be redeemed.

Until the Distribution Date, the balances in the book-entry accounting system of the transfer agent for the Company’s common stock or, in the case of certificated shares, common stock certificates, will evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After the Distribution Date, the Rights will separate from the common stock and will be evidenced solely by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person or any associate or affiliate thereof will be void and may not be exercised.

After the Distribution Date, each Right will generally entitle the holder, except the Acquiring Person or any associate or affiliate thereof, to acquire, for the exercise price of $95.00 per Right (subject to adjustment as provided in the Rights Agreement), shares of the Company’s common stock (or, in certain circumstances, Preferred Shares) having a market value equal to twice the Right’s then-current exercise price. In addition, if the Company is later acquired in a merger or similar transaction after the Distribution Date, each Right will generally entitle the holder, except the Acquiring Person or any associate or affiliate thereof, to acquire, for the exercise price of $95.00 per Right (subject to adjustment as provided in the Rights Agreement), shares of the acquiring corporation having a market value equal to twice the Right’s then-current exercise price.

Each one one-hundredth of a Preferred Share, if issued:

will not be redeemable;

will not be redeemable;

will entitle holders to quarterly dividend payments of $.01 per one one-hundredth of a share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;

will entitle holders upon liquidation either to receive $1 per one one-hundredth of a share or an amount equal to the payment made on one share of common stock, whichever is greater;
will have the same voting power as one share of common stock; and

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will entitle holders upon liquidation either to receive $1 per one one-hundredth of a share or an amount equal to the payment made on one share of common stock, whichever is greater;

will have the same voting power as one share of common stock; and

if shares of the Company’s common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.

The value of one one-hundredth of a Preferred Share will generally approximate the value of one share of common stock.

The

As amended, the Rights will expire on August 12, 2011,2012, unless previously redeemed, or such later date as determined by the Board (so long as such determination is made prior to the earlier of the Distribution Date or August 12, 2011)2012).

The Company has agreed to include a shareholder proposal submitted by GAMCO Asset Management Inc. in the Company’s proxy statement for its 2012 annual meeting of stockholders, that the Board not extend the August 12, 2012 expiration date of the shareholder rights plan without stockholder approval. The Company has also amended its Corporate Governance Guidelines to include a policy with respect to shareholder rights plans, that provides that following the expiration of the shareholder rights plan on the expiration date, the Board may not adopt a rights plan unless either (i) stockholder approval has been obtained, or (ii) specified circumstances exist and stockholder approval is obtained within specified periods after adoption.

The Board may redeem the Rights for $.001 per Right at any time prior to the Distribution Date. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $.001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of the Company’s common stock.

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding common stock, the Board may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person and its associates and affiliates.

The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock.

The terms of the Rights Agreement may be amended by the Board without the consent of the holders of the Rights. However, the Board may not amend the Rights Agreement to lower the threshold at which a person or group becomes an Acquiring Person to below 10% of the Company’s outstanding common stock. In addition, the Board may not cause a person or group to become an Acquiring Person by lowering this threshold below the percentage interest that such person or group already owns. After a person or group becomes an Acquiring Person, the Board may not amend the Rights Agreement in a way that adversely affects holders of the Rights.

Agreement with TRT Holdings, Inc.
On March 9, 2009, the Company entered into a settlement agreement (the “TRT Agreement”) with TRT Holdings, Inc., a Delaware corporation (“TRT”), which had previously submitted notice to the Company of its intention to nominate four individuals for election to the Company’s Board of Directors at the Company’s annual meeting of stockholders held on May 7, 2009 (the “Annual Meeting”) and to solicit proxies for the election of such nominees.
Prior to the execution of the TRT Agreement, the Company’s Board of Directors consisted of nine directors. The TRT Agreement provided that, prior to the Annual Meeting, the Board of Directors would increase the size of the Board from nine to eleven directors. Under the terms of the TRT Agreement, TRT is entitled to name two directors for nomination by the Board and inclusion in the Company’s proxy statement for the Annual Meeting and each of the annual meetings of stockholders in 2010 and 2011. The TRT nominees for the Annual Meeting were Robert B. Rowling and David W. Johnson. The TRT Agreement also required the Board of Directors to nominate seven incumbent directors and two additional independent directors identified by the Nominating and Corporate Governance Committee after consultation with the Company’s stockholders. The TRT Agreement provided that one TRT nominee will serve on each of the Executive Committee (which was increased in size to five directors), the Human Resources Committee and the Nominating and Corporate Governance Committee of the Board. In addition, the TRT Agreement provides that the Board will not increase the size of the Board to more than eleven directors prior to the Company’s 2012 annual meeting of stockholders. By execution of the TRT Agreement, TRT withdrew its nominations to the Board that were set forth in TRT’s letter to the Company dated January 28, 2009 (subject to the Company’s compliance with certain terms of the TRT Agreement) and its demands for stockholder lists and certain books and records of the Company that were set forth in letters to the Company dated January 15, 2009, and January 23, 2009.
Pursuant to the terms of the TRT Agreement, the Company entered into the Amended Rights Agreement discussed above. Additionally, in accordance with the terms of the TRT Agreement, the Board adopted a resolution approving, for purposes of Section 203 of the Delaware General Corporation Law, the acquisition by TRT and its affiliates of additional shares of the Company’s common stock in excess of 15% of the outstanding stock of the Company and providing that TRT and its affiliates would not be an “interested stockholder” as defined by Section 203.

93


Under the terms of the TRT Agreement, TRT is obligated to vote its shares for the full slate of nominees recommended by the Board of Directors for election at the Annual Meeting and each of the 2010 and the 2011 annual meetings of stockholders of the Company. Additionally, TRT and its affiliates are required to vote their shares at the Annual Meeting, each of the annual meetings of stockholders in 2010 and 2011, and any other meeting of the Company’s stockholders prior to the termination date of the TRT Agreement (i) in accordance with the recommendation of the Board of Directors on any stockholder proposal that is put to a vote of stockholders, and (ii) in favor of any proposal made by the Company unless Mr. Rowling (or any other TRT nominee that is an affiliate of TRT) has voted against such proposal in his or her capacity as a member of the Board of Directors. These voting obligations will not, however, apply with respect to the voting of TRT’s shares in connection with an “extraordinary transaction” (as defined in the TRT Agreement).
The TRT Agreement includes a standstill provision restricting TRT from taking certain actions from the date of the TRT Agreement through the termination date of the agreement, including the following:
acquiring beneficial ownership of any voting securities in an amount such that TRT would own 22% or more of the outstanding voting securities of the Company;
participating in any solicitation of proxies or making public statements in an attempt to influence the voting of the Company’s securities in opposition to the recommendation of the Board of Directors, initiating any shareholder proposals, seeking representation on the Board of Directors (except as contemplated by the TRT Agreement) or effecting the removal of any member of the Board of Directors (provided, that TRT will not be restricted from making a public statement regarding how it intends to vote or soliciting proxies in connection with an extraordinary transaction not involving TRT); and
acquiring any assets or indebtedness of the Company (other than bonds or publicly traded debt of the Company, subject to certain limitations set forth in the TRT Agreement).
The TRT Agreement includes certain exceptions to the standstill provision, including if (i) TRT has been invited by the Board of Directors to participate in a process initiated related to the possible sale of the Company, (ii) TRT makes a Qualified Offer (as defined in the Amended Rights Agreement), or (iii) a third party has made an offer to acquire the Company under certain circumstances set forth in the TRT Agreement. The TRT Agreement also provides that each of the Company and TRT will not disparage the other party, subject to certain exceptions set forth in the TRT Agreement. The Company agreed to reimburse TRT for one-half of its expenses incurred in connection with the TRT Agreement, up to a maximum aggregate reimbursement of $200,000.
The termination date under the TRT Agreement is the earliest to occur of (i) the consummation of a “Qualified Offer” as defined in the Amended Rights Agreement, (ii) May 15, 2011, (iii) the date of the last resignation of a TRT nominee from the Board of Directors in accordance with the requirement under the TRT Agreement that TRT will not be entitled to any representation on the Board of Directors if TRT owns less than 5% of the Company’s stock, or (iv) a material breach of the TRT Agreement by the Company that is not cured by the Company within 30 days of notice of such breach by TRT (or, if such material breach or lack of cure is disputed by the Company, upon the rendering of an arbitral award finding such material breach or lack of cure).
Agreement with GAMCO Asset Management
On March 9, 2009, the Company entered into a letter agreement (the “GAMCO Agreement”) with GAMCO Asset Management, Inc. (“GAMCO”), which had previously submitted notice to the Company of its intention to nominate four individuals for election to the Board of Directors at the Annual Meeting.
Under the terms of the GAMCO Agreement, GAMCO was entitled to name two directors for nomination by the Board of Directors and inclusion in the Company’s proxy statement for the Annual Meeting. The GAMCO nominees for the Annual Meeting were Glenn J. Angiolillo and Robert S. Prather, Jr. In addition, the GAMCO Agreement provides that as long as any GAMCO nominee is a member of the Board of Directors, the Company will appoint a GAMCO nominee to each committee of the Board of Directors. By execution of the GAMCO Agreement, GAMCO withdrew (i) its nominations to the Board of Directors (subject to the Company’s compliance with the GAMCO Agreement) that were set forth in GAMCO’s letters to the Company dated February 3 and 5, 2009, and (ii) its stockholder proposal, dated August 18, 2008, recommending the redemption of the rights issued pursuant to the Company’s rights agreement.

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The foregoing descriptions of the TRT Agreement and the GAMCO Agreement are qualified in their entirety by reference to the full text of the agreements, copies of which the Company filed with the Securities and Exchange Commission as exhibits to a Current Report on Form 8-K filed on March 10, 2009.
Costs
During 2009, the Company incurred various costs in connection with the resolution of a potential proxy contest, reaching agreements with the stockholders described above, and reimbursing certain expenses pursuant to the TRT Agreement as noted above of $1.0 million. In addition, the Company incurred costs of $0.9 million in connection with the settlement of the Company’s shareholder rights plan litigation, as described in the Company’s Current Report on 8-K filed with the SEC on March 10, 2009. These costs are included in selling, general and administrative expense in the accompanying consolidated statement of operations.
Treasury Stock

On December 18, 2008, following approval by the Human Resources Committee and the Board of Directors, the Company and the Company’s Chairman of the Board of Directors and Chief Executive Officer (“Executive”) entered into an amendment to Executive’s employment agreement. The amendment provided Executive with the option of making an irrevocable election to invest his existing Supplemental Employee Retirement Plan (“SERP”) benefit in Company common stock, which election Executive subsequently made. The investment was made by a rabbi trust in which, during January 2009, the independent trustee of the rabbi trust purchased shares of Company common stock in the open market in compliance with applicable law. Executive is only entitled to a distribution of the Company common stock held by the rabbi trust in satisfaction of his SERP benefit. As such, the Company believes that the ownership of shares of common stock by the rabbi trust and the distribution of those shares to Executive in satisfaction of his SERP benefit meets the requirements necessary so that the Company will not recognize any increase or decrease in expense as a result of subsequent changes in the value of the Company common stock and the purchased shares are treated as treasury stock and the SERP benefit is included in additional paid-in capital in the Company’s accompanying consolidated financial statements.

Common Stock Issuance

Concurrently with the offering and sale of the Convertible Notes discussed in Note 9,7, during September 2009, the Company also offered and sold 6.0 million shares of the Company’s common stock, par value $0.01 per share, at a price to the public of $21.80 per share. The net proceeds to the Company, after deducting discounts, commissions and expenses, were approximately $125.3 million, which was recorded as an increase in common stock and additional paid-in capital in the accompanying consolidated balance sheet. In addition, as further discussed in Note 9,7, the offering and sale of the Convertible Notes, the cost of the Purchased Options and the sale of the related warrants resulted in a total increase in additional paid-in capital of $33.2 million in the accompanying consolidated balance sheet.

Stock Repurchases
During the first quarter of the year ended December 31, 2008, the Company repurchased 656,700 shares of its common stock at a weighted average purchase price of $30.42 per share.

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15.13. Income Taxes

The provision (benefit) provision for income taxes from continuing operations consists of the following (amounts in thousands):

             
  Years Ended December 31, 
  2010  2009  2008 
CURRENT:
            
Federal $ (39,210) (28,797) (6,694)
State  1,061   1,268   987 
   
Total current benefit  (38,149)  (27,529)  (5,707)
   
DEFERRED:
            
Federal  (1,460)  34,878   7,685 
State  (1,858)  2,394   (1,488)
Effect of tax law change  749      526 
   
Total deferred (benefit) provision  (2,569)  37,272   6,723 
   
Total (benefit) provision for income taxes $(40,718) $9,743  $1,016 
   

   Years Ended December 31, 
   2011   2010  2009 

CURRENT:

     

Federal

  $612    $(39,210 $(28,797

State

   1,409     1,061    1,268  
  

 

 

   

 

 

  

 

 

 

Total current provision (benefit)

   2,021     (38,149  (27,529
  

 

 

   

 

 

  

 

 

 

DEFERRED:

     

Federal

   4,162     (1,460  34,878  

State

   1,237     (1,858  2,394  

Effect of tax law change

   —       749    —    
  

 

 

   

 

 

  

 

 

 

Total deferred provision (benefit)

   5,399     (2,569  37,272  
  

 

 

   

 

 

  

 

 

 

Total provision (benefit) for income taxes

  $7,420    $(40,718 $9,743  
  

 

 

   

 

 

  

 

 

 

Under the Patient Protection and Affordable Care Act, which became law on March 23, 2010, as amended by the Health Care and Education Reconciliation Act of 2010, which became law on March 30, 2010, the Company and other companies that receive a subsidy under Medicare Part D to provide retiree prescription drug coverage will no longer receive a Federal income tax deduction for the expenses incurred in connection with providing the subsidized coverage to the extent of the subsidy received. Because future anticipated retiree health care liabilities and related subsidies were already reflected in the Company’s financial statements, this change required the Company to reduce the value of the related tax benefits recognized in its financial statements during the period the law was enacted. As a result, the Company recorded a one-time, non-cash tax charge of $0.7 million during 2010 to reflect the impact of this change.

In 2007, Maryland Senate Bill No. 2 amended the Annotated Code of Maryland, Tax-General §10-105(b) (“the Code”), revising the income tax on corporations from 7% to 8.25% effective January 1, 2008. The Company has adjusted all affected deferred tax assets and liabilities for these changes in the Code. The effect of the application of these changes is additional tax expense of $0.5 million in 2008 as shown above.

The tax provision (benefit) associated with the exercise or cancellation of stock options and vesting or cancellation of restricted stock during the years 2011, 2010, and 2009 and 2008 was $0.3$(0.7) million, $3.1$(2.3) million, and $(0.2)$3.1 million, respectively, and is reflected as an adjustment to either additional paid-in capital in the accompanying consolidated statements of stockholders’ equity, or deferred tax asset.

In addition to the income tax provision (benefit) provision discussed above, the Company recognized additional income tax benefitprovision (benefit) related to discontinued operations as discussed in Note 3 in the amounts of $0.1 million, $(2.9) million, and $(0.5) million in 2011, 2010, and $(0.1) million in 2010, 2009, and 2008, respectively.

The effective tax rate as applied to pre-tax income or loss from continuing operations differed from the statutory federal rate due to the following:

             
  2010  2009  2008 
U.S. federal statutory rate  35%  35%  35%
State taxes (net of federal tax benefit and change in valuation allowance)  1%  22%  0%
Permanent items  -4%  -7%  -20%
Effect of tax law change  -1%  0%  0%
Unrecognized Tax Benefits  0%  8%  6%
   
   31%  58%  21%
   

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   2011  2010  2009 

U.S. federal statutory rate

   35  35  35

State taxes (net of federal tax benefit and change in valuation allowance)

   15  1  22

Permanent items

   0  -1  0

Federal tax credits

   -8  1  -7

Federal valuation allowance

   -2  -4  0

Effect of tax law change

   0  -1  0

Unrecognized Tax Benefits

   2  0  8
  

 

 

  

 

 

  

 

 

 
   42  31  58
  

 

 

  

 

 

  

 

 

 

The Medicare Part D law change discussed above resulted in a 1 percentage point decreaseincrease in the Company’s effective tax rate for 2010. This charge,2011, as well ascompared to 2010, resulted primarily from increases in state valuation allowances, increases in unrecognized tax benefits, and state taxes payable in relation to pre-tax income, partially offset by the impact of federal tax credits.

Increases in the Company’s valuation allowances and the impact of permanent items in relation to pre-tax income (loss) income,, resulted in the decrease in the Company’s effective tax rate for 2010, as compared to 2009.

The increase in the Company’s effective tax rate for 2009, as compared to 2008, resulted primarily from increases in state valuation allowances, increases in unrecognized tax benefits, and the impact of state taxes payable in relation to pre-tax income.

Provision is made for deferred federal and state income taxes in recognition of certain temporary differences in reporting items of income and expense for financial statement purposes and income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31 are as follows (amounts in thousands):

         
  2010  2009 
DEFERRED TAX ASSETS:
        
Accounting reserves and accruals $33,615  $25,204 
Defined benefit plan  4,872   5,311 
Investments in stock and derivatives  5,002   9,754 
Rent escalation  22,443   20,320 
Federal and State net operating loss carryforwards  74,606   17,521 
Tax credits and other carryforwards  4,293   3,431 
Investments in partnerships  3,796   4,910 
Other assets  14,113   10,855 
   
Total deferred tax assets  162,740   97,306 
Valuation allowance  (18,097)  (10,093)
   
Total deferred tax assets, net of valuation allowance  144,643   87,213 
   
DEFERRED TAX LIABILITIES:
        
Property and equipment, net  222,659   164,793 
Goodwill and other intangibles  1,685   4,129 
Other liabilities  14,944   16,356 
   
Total deferred tax liabilities  239,288   185,278 
   
Net deferred tax liabilities $94,645  $98,065 
   

    2011  2010 

DEFERRED TAX ASSETS:

   

Accounting reserves and accruals

  $32,521   $33,615  

Defined benefit plan

   10,898    4,872  

Investments in stock and derivatives

   1,081    5,002  

Rent escalation

   24,574    22,443  

Federal and State net operating loss carryforwards

   113,015    74,606  

Tax credits and other carryforwards

   6,263    4,293  

Investments in partnerships

   3,323    3,796  

Other assets

   16,568    14,113  
  

 

 

  

 

 

 

Total deferred tax assets

   208,243    162,740  

Valuation allowance

   (19,222  (18,097
  

 

 

  

 

 

 

Total deferred tax assets, net of valuation allowance

   189,021    144,643  
  

 

 

  

 

 

 

DEFERRED TAX LIABILITIES:

   

Property and equipment, net

   272,925    222,659  

Goodwill and other intangibles

   2,922    1,685  

Other liabilities

   12,752    14,944  
  

 

 

  

 

 

 

Total deferred tax liabilities

   288,599    239,288  
  

 

 

  

 

 

 

Net deferred tax liabilities

  $99,578   $94,645  
  

 

 

  

 

 

 

Federal net operating loss carryforwards at December 31, 20102011 totaled $143.1$247.2 million, resulting in a deferred tax benefit of $50.1$86.4 million, which will begin to expire in 2030. Federal credit carryforwards at December 31, 20102011 totaled $2.2$4.1 million and expire beginning in 2029. Charitable contribution carryforwards at December 31, 20102011 totaled $3.3$3.6 million, resulting in a deferred tax benefit of $1.1$1.2 million, which will begin to expire in 2013. The use of certain federal net operating losses, credits and other deferred tax assets are limited to the future taxable earnings of the consolidated group. As a result, a valuation allowance has been provided for certain federal deferred tax assets, including charitable contribution carryforwards. The change in valuation allowance establishedrelated to federal deferred tax assets was $(0.3) million in 2010 was $5.1 million.2011. State net operating loss carryforwards at December 31, 20102011 totaled $582.4$628.6 million resulting in a deferred tax benefit of $24.6$26.6 million, which will expire between 20112012 and 2030.2031. State credit carryforwards at December 31, 20102011 totaled $1.2$1.1 million and will begin to expire in 2013. The use of certain state net operating losses, credits and other state deferred tax assets are limited to the future taxable earnings of separate legal entities. As a result, a valuation allowance has been provided for certain state deferred tax assets, including loss carryforwards. The change in valuation allowance related to state deferred tax assets was $1.5 million, $2.9 million, and $1.9 million in 2011, 2010 and $1.2 million in 2010, 2009, and 2008, respectively. Based on the expectation of future taxable income and scheduled reversal of deferred tax liabilities, management believes that it is more likely than not that the results of operations will generate sufficient taxable income to realize the deferred tax assets after giving consideration to the valuation allowance.

The Company and its subsidiaries file a consolidated federal income tax return and either separate or combined state income tax returns based on the jurisdiction. The Company has concluded Internal Revenue Service examinations through the 2001 tax year. For federal income tax purposes and substantially all the states with which the Company has nexus, the statute of limitations has expired through 2006.2007. However, the Company had net operating loss carryforwards from closed years, which could be adjusted upon audit. The Company has been notified ofis currently under a federal income tax examination for the 2008 and 2009 tax years. The Company is currently under a Tennessee franchise and excise tax examination for the 2006, 2007 and 2008 tax years, but has not been notified of any other federal or state income tax examinations.

97


As of December 31, 2010,2011, the Company had $19.0$14.1 million of unrecognized tax benefits, of which $9.0$7.4 million would affect the Company’s effective tax rate if recognized. The liability for unrecognized tax benefits is recorded in other long-term liabilities in the accompanying consolidated balance sheet. A reconciliation of the beginning and ending gross amount of unrecognized tax benefits (exclusive of interest and penalties) is as follows:
             
  2010  2009  2008 
Unrecognized tax benefits at beginning of year $16,123  $12,417  $15,074 
Additions (reductions) based on tax positions related to the current year  3,084   1,818   (1,242)
Additions for tax positions of prior years  10,293   3,937   94 
Reductions for tax positions of prior years  (10,548)  (2,049)  (1,509)
   
Unrecognized tax benefits at end of year $18,952  $16,123  $12,417 
   

   2011  2010  2009 

Unrecognized tax benefits at beginning of year

  $18,952   $16,123   $12,417  

Additions (reductions) based on tax positions related to the current year

   (286  3,084    1,818  

Additions for tax positions of prior years

   147    10,293    3,937  

Reductions for tax positions of prior years

   (4,672  (10,548  (2,049
  

 

 

  

 

 

  

 

 

 

Unrecognized tax benefits at end of year

  $14,141   $18,952   $16,123  
  

 

 

  

 

 

  

 

 

 

Included in the balance at December 31, 2011 and 2010, and 2009, are $10.0$6.7 million and $8.1$10.0 million, respectively, of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than future interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period. The Company expects the amount of unrecognized tax benefits to decrease during the next twelve months, mainly due to the expiration of various statutes of limitations. The Company estimates the overall decrease in unrecognized tax benefits in the next twelve months will be approximately $17.0$13.3 million.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company recognized $0.2 million, $0.8 million $0.5 million and $0.7$0.5 million of interest and $0, $0 and $0.1 million and $0 of penalties related to uncertain tax positions in the accompanying consolidated statements of operations for 2011, 2010 2009 and 2008,2009, respectively. As of December 31, 20102011 and 2009,2010, the Company has accrued $1.9$2.1 million and $1.1$1.9 million of interest, and $0.1 millionrespectively and $0.1 million of penalties related to uncertain tax positions, respectively.

16.positions.

14. Commitments and Contingencies

Capital Leases

During 2008, the Company entered into two capital leases.

In the accompanying consolidated balance sheets, the following amounts of assets under capitalized lease agreements are included in property and equipment and other long-term assets and the related obligations are included in debt (amounts in thousands):

         
  2010  2009 
Property and equipment $1,814  $3,948 
Other long-term assets  130   700 
Accumulated depreciation  (1,214)  (3,602)
   
Net assets under capital leases $730  $1,046 
   
         
Current lease obligations $178  $814 
Long-term lease obligations  306   1,310 
   
Capital lease obligations $484  $2,124 
   

   2011  2010 

Property and equipment

  $3,761   $1,814  

Other long-term assets

   130    130  

Accumulated depreciation

   (1,411  (1,214
  

 

 

  

 

 

 

Net assets under capital leases

  $2,480   $730  
  

 

 

  

 

 

 

Current lease obligations

  $755   $178  

Long-term lease obligations

   1,644    306  
  

 

 

  

 

 

 

Capital lease obligations

  $2,399   $484  
  

 

 

  

 

 

 

During 2011, the Company entered into one capital lease.

Operating Leases

Rental expense related to continuing operations for operating leases was $15.7 million, $15.3 million, and $14.5 million for 2011, 2010 and $14.7 million for 2010, 2009, and 2008, respectively. Non-cash lease expense related to continuing operations for 2011, 2010, and 2009 and 2008 was $5.8 million, $5.9 million, $6.0 million, and $6.1$6.0 million, respectively, as discussed below.

98


Future minimum cash lease commitments under all non-cancelable leases in effect for continuing operations at December 31, 20102011 are as follows (amounts in thousands):
         
  Capital  Operating 
  Leases  Leases 
2011 $214  $6,126 
2012  209   5,513 
2013  112   4,958 
2014     4,335 
2015     4,345 
Years thereafter     629,471 
   
Total minimum lease payments  535  $654,748 
        
Less amount representing interest  (51)    
        
Total present value of minimum payments  484     
Less current portion of obligations  (178)    
        
Long-term obligations $306     
        

   Capital  Operating 
   Leases  Leases 

2012

  $837   $7,036  

2013

   735    6,332  

2014

   623    4,314  

2015

   364    4,298  

2016

   —      4,274  

Years thereafter

   —      617,949  
  

 

 

  

 

 

 

Total minimum lease payments

   2,559   $644,203  
   

 

 

 

Less amount representing interest

   (160 
  

 

 

  

Total present value of minimum payments

   2,399   

Less current portion of obligations

   (755 
  

 

 

  

Long-term obligations

  $1,644   
  

 

 

  

The Company entered into a 75-year operating lease agreement during 1999 for 65.3 acres of land located in Osceola County, Florida for the development of Gaylord Palms. The lease requires the Company to make annual base lease payments, which were approximately $3.4$3.5 million in 2010.2011. The lease agreement provides for an annual 3% escalation of base rent beginning in 2007. The terms of this lease require that the Company recognize lease expense on a straight-line basis, which resulted in an annual base lease expense of approximately $9.4 million for 2011, 2010, 2009, and 2008.2009. This rent included approximately $5.8 million, $5.9 million, $6.0 million, and $6.1$6.0 million of non-cash expenses during 2011, 2010, 2009, and 2008,2009, respectively. At the end of the 75-year lease term, the Company may extend the operating lease to January 31, 2101, at which point the buildings and fixtures will be transferred to the lessor. The Company also records contingent rentals based upon net revenues associated with the Gaylord Palms operations. The Company recorded $1.5$1.4 million, $1.5 million, and $1.7$1.5 million of contingent rentals related to the Gaylord Palms in 2011, 2010, and 2009, and 2008, respectively.

Other Commitments and Contingencies

As further discussed

On June 21, 2011, the Company announced its plans to develop a resort and convention hotel in Note 2,Aurora, Colorado, located approximately 25 minutes from downtown Denver. The Aurora development, which is expected to feature 1,500 guest rooms and 400,000 square feet of exhibition and meeting space, will be located on May 3, 2010, Gaylord Opryland,85 acres in LNR Property CPI Fund’s High Point Master Plan Development. The project is expected to cost approximately $800 million and could be funded by the Grand Ole Opry, certain ofCompany, potential joint venture partners and the Company’s Nashville-based attractions, and certain of the Company’s corporate offices experienced significant damagetax incentives that are being provided as a result of an agreement between the Nashville Flood. While certain flood-related projects remainCompany and the city of Aurora, and is contingent on receiving required governmental approvals, incentives, and final approval by the Company’s board of directors. The Company expects to break ground on construction in 2013 and expects the resort to be completedopen for business in 2011, the Company repaired the damage to these facilities and reopened them at various dates during 2010. The Company entered into several agreements with general contractors and other suppliers for the provision of certain remediation and construction services at the facilities damaged by the Nashville Flood. As of December 31, 2010, the Company had open commitments to pay $22.2 million under those agreements and expects to execute $10 — $15 million of additional commitments to complete the remaining flood-related projects. As of December 31, 2010,early 2016. At this time, the Company has spent approximately $169.2 million to remediate and rebuild the facilities damaged by the Nashville Flood, which includes capitalized interest, but excludes preopening costs. The Company also hasnot made any material financial commitments for maintenance capital expenditures and other projects.

in connection with this development.

On September 3, 2008, the Company announced it had entered into a land purchase agreement with DMB Mesa Proving Grounds LLC, an affiliate of DMB Associates, Inc. (“DMB”), to create a resort and convention hotel at the Mesa Proving Grounds in Mesa, Arizona, which is located approximately 30 miles from downtown Phoenix. The DMB development is planned to host an urban environment that features a Gaylord resort property, a retail development, a golf course, office space, residential offerings and significant other mixed-use components. The Company’s purchase agreement includes the purchase of 100 acres of real estate within the 3,200-acre Mesa Proving Grounds. The project is contingent on the finalization of entitlements and incentives, and final approval by the Company’s Boardboard of Directors.directors. The Company made an initial deposit of a portion of the land purchase price upon execution of the agreement with DMB, and additional deposit amounts are due upon the occurrence of various development milestones, including required governmental approvals of the entitlements and incentives. These deposits are refundable to the Company upon a termination of the agreement with DMB during a specified due diligence period, except in the event of a breach of the agreement by the Company. The timing of this development is uncertain, and the Company has not made any financing plans or, except as described above, made any commitments in connection with the proposed development.

99


The Company is considering other potential hotel sites throughout the country. The timing and extent of any of these development projects is uncertain, and the Company has not made any commitments, received any government approvals or made any financing plans in connection with these development projects.
As further discussed in Note 7, through

Through joint venture arrangements with two private real estate funds, managed by DB Real Estate Opportunities Group, the Company holdspreviously invested in minority ownership interests in two joint ventures which were formed to own and operate hotels in Hawaii. The Company owns a 19.9% ownership interest in RHAC Holdings, LLC, and an 18.1% ownership interest in Waipouli Holdings, LLC. As part of the joint venture arrangements, the Company entered into contribution agreements with the majority owners, which owners had guaranteed certain recourse liabilities under third-party loans to the joint ventures. The guarantees of the joint venture loans guaranteed each of the subsidiaries’ obligations under its third party loans for as long as those loans remain outstanding (i) in the event of certain types of fraud, breaches of environmental representations or warranties, or breaches of certain “special purpose entity” covenants by the subsidiaries, or (ii) in the event of bankruptcy or reorganization proceedings of the subsidiaries. The Company agreed that, in the event a majority owner is required to make any payments pursuant to the terms of these guarantees of joint venture loans, it will contribute to the majority owner an amount based on its proportional interestcommitment in the applicable joint venture. The Company estimates that the maximum potential amount for which the Company could be liable under the contribution agreements is $23.8 million, which represents its pro rata share of the $121.2 million of total debt that is subject to the guarantees. As of December 31, 2010,2011, the Company had not recorded any liability in the consolidated balance sheet associated with the contribution agreements.

On February 22, 2005, the Company concluded the settlement of litigation with Nashville Hockey Club Limited Partnership (“NHC”), which owned the Nashville Predators NHL hockey team. At the closing of the settlement, NHC redeemed all of the Company’s outstanding limited partnership units in the Predators, and the naming rights agreement between the Company and NHC was terminated. As a part of the settlement, the Company made a one-time cash payment to NHC of $4.0 million and issued to NHC a 5-year, $5.0 million promissory note bearing interest at 6% per annum. The note has been fully paid at December 31, 2010. In addition, pursuant to a Consent Agreement among the Company, the National Hockey League and owners of NHC, the Company’s guaranty described below has been limited as described below.
In connection with the Company’s execution of an Agreement of Limited Partnership with NHC on June 25, 1997, the Company, its subsidiary CCK, Inc., Craig Leipold, Helen Johnson-Leipold (Mr. Leipold’s wife) and Samuel C. Johnson (Mr. Leipold’s father-in-law) entered into a guaranty agreement executed in favor of the National Hockey League (NHL). This agreement provides for a continuing guarantee of the following obligations for as long as either of these obligations remains outstanding: (i) all obligations under the expansion agreement between NHC and the NHL; and (ii) all operating expenses of NHC. The maximum potential amount which the Company and CCK, collectively, could be liable under the guaranty agreement is $15.0 million, although the Company and CCK would have recourse against the other guarantors if required to make payments under the guarantee. In connection with the legal settlement with the Nashville Predators consummated on February 22, 2005, this guaranty has been limited so that the Company is not responsible for any debt, obligation or liability of NHC that arises from any act, omission or circumstance occurring after the date of the legal settlement. As of December 31, 2010, the Company had not recorded any liability in the consolidated balance sheet associated with this guarantee.

The Company has purchased stop-loss coverage in order to limit its exposure to any significant levels of claims relating to workers’ compensation, employee medical benefits and general liability for which it is self-insured.

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

As of December 31, 2010,2011, approximately 16%14% of the Company’s employees were represented by labor unions and are working pursuant to the terms of the collective bargaining agreements which have been negotiated with the four unions representing these employees.

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

100


17.15. 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.

As of December 31, 2010,2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the Company’s derivative instruments related to interest rates and natural gas prices and investments held in connection with the Company’s non-qualified contributory deferred compensation plan and its defined benefit pension plan.

The Company’s interest rate and natural gas derivative instruments consist of over-the-counter swap contracts, which are not traded on a public exchange. See Note 108 for further information on the Company’s derivative instruments and hedging activities. The Company determines the fair values of these swap contracts based on quotes, with appropriate adjustments for any significant impact of non-performance risk of the parties to the swap contracts. Therefore, the Company has categorized these swap contracts as Level 2. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative contracts it holds.

The investments held by the Company in connection with its deferred compensation plan consist of mutual funds traded in an active market. See Note 1210 for further information on the Company’s deferred compensation plan. 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 these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of investments it holds.

The Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2010, were as follows (in thousands):

                 
      Markets for  Observable  Unobservable 
  December 31,  Identical Assets  Inputs  Inputs 
  2010  (Level 1)  (Level 2)  (Level 3) 
Deferred compensation plan investments $13,422  $13,422  $  $ 
   
Total assets measured at fair value $13,422  $13,422  $  $ 
   
                 
Variable to fixed interest rate swaps $12,227  $  $12,227  $ 
Variable to fixed natural gas swaps  226      226    
   
Total liabilities measured at fair value $12,453  $  $12,453  $ 
   

       Markets for   Observable   Unobservable 
   December 31,   Identical Assets   Inputs   Inputs 
   2011   (Level 1)   (Level 2)   (Level 3) 

Deferred compensation plan investments

  $13,892    $13,892    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $13,892    $13,892    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities measured at fair value

  $—      $—      $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

       Markets for   Observable   Unobservable 
   December 31,   Identical Assets   Inputs   Inputs 
   2010   (Level 1)   (Level 2)   (Level 3) 

Deferred compensation plan investments

  $13,422    $13,422    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total assets measured at fair value

  $13,422    $13,422    $—      $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

Variable to fixed interest rate swaps

  $12,227    $—      $12,227    $—    

Variable to fixed natural gas swaps

   226     —       226     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities measured at fair value

  $12,453    $—      $12,453    $—    
  

 

 

   

 

 

   

 

 

   

 

 

 

The remainder of the assets and liabilities held by the Company at December 31, 20102011 are not required to be measured at fair value. The carrying value of certain of these assets and liabilities do not approximate fair value, as described below.

As further discussed in Note 5, in connection with the development of Gaylord National, the Company received two notes receivablea series A Bond and a Series B Bond from Prince George’s County, Maryland which had an aggregate carrying valuevalues of $132.8$95.4 million and $57.3 million, respectively, as of December 31, 2010.2011. The aggregate fair value of the Series A Bond, which has the senior claim to the cash flows supporting these notes receivable,bonds, approximates carrying value as of December 31, 2011. The fair value of the Series B Bond, 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,note, was approximately $166$36 million as of December 31, 2010.

2011. 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 as of December 31, 2011.

As more fully discussed in Note 9, at December 31, 2010, the Company has $700.0 million in borrowings outstanding under the $1.0 Billion Credit Facility that accrue interest at a rate of LIBOR plus 2.50%. Because the margin of 2.50% is fixed, the fair value of borrowings outstanding under the $1.0 Billion Credit Facility do not approximate fair value. The fair value of this $700.0 million in borrowings outstanding, based upon the present value of cash flows discounted at current market interest rates, was approximately $674 million as of December 31, 2010.

As more fully discussed in Note 9,7, the Company has outstanding $360.0 million in aggregate principal amount of Convertible Notes due 2014 that accrue interest at a fixed rate of 3.75%. The carrying value of these notes on December 31, 20102011 was $306.6$319.2 million, net

101


of discount. The fair value of the Convertible Notes, based upon the present value of cash flows discounted at current market interest rates, was approximately $333$338 million as of December 31, 2010.
2011.

As more fully discussed in Note 9,7, the Company has outstanding $152.2 million in aggregate principal amount of Senior Notes due 2014 that accrue interest at a fixed rate of 6.75%. The fair value of the 6.75% Senior Notes, based upon quoted market prices, was $153.9$152.2 million as of December 31, 2010.

2011.

As more fully discussed in Note 3, in connection with the preparation of the Company’s financial statements for the third quarter of 2009, the Company performed an interim impairment review on the goodwill associated with its Corporate Magic business and recorded an impairment charge of $6.6 million during 2009. In estimating fair value of the reporting unit, the Company used an income approach, using a discounted cash flow analysis that utilized comprehensive cash flow projections, as well as assumptions based on market data to the extent available. The Company categorized this measurement of fair value as Level 3. The inputs included the comprehensive cash flow projections of the reporting unit, as well as management’s assessment of a market participant’s view of risks associated with the projected cash flows of the reporting unit.

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

18.

16. Employee Severance Costs

During 2010, as a result of the Nashville Flood, the Company temporarily eliminated approximately 1,700 employee positions at Gaylord Opryland. As a result, the Company recognized approximately $2.3 million in severance costs in 2010. These costs are included in casualty loss in the accompanying consolidated statement of operations. The Company rehired the majority of these positions as part of the reopening of Gaylord Opryland.

During 2009, as part of the Company’s cost containment initiative, the Company eliminated approximately 490 employee positions, which included positions in all segments of the organization. As a result, the Company recognized approximately $7.9 million in severance costs during 2009. These costs are comprised of operating costs and selling, general and administrative costs of $2.9 million and $5.0 million, respectively, in the accompanying consolidated statements of operations.

During 2008, the Company eliminated approximately 42 employee positions in the Hospitality and Corporate and Other segments of the organization. As a result, the Company recognized approximately $1.0 million in severance costs during 2008. These costs are comprised of operating costs and selling, general and administrative costs of $0.2 million and $0.8 million, respectively, in the accompanying consolidated statements of operations.
19.

17. Financial Reporting By Business Segments

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

  

Hospitality, which includes the Gaylord Opryland Resort and Convention Center, the Gaylord Palms Resort and Convention Center, the Gaylord Texan Resort and Convention Center, the Radisson Hotel at Opryland and, commencing in April 2008, the Gaylord National Resort and Convention Center and the Radisson Hotel at Opryland, as well as the Company’s ownership interestsprevious investments in two joint ventures;

  

Opry and Attractions, which includes the Grand Ole Opry, WSM-AM, and the Company’s Nashville-based attractions; and

  

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

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The following information (amounts in thousands) from continuing operations is derived directly from the segments’ internal financial reports used for corporate management purposes.
             
  2010  2009  2008 
REVENUES:
            
Hospitality $722,938  $814,154  $848,332 
Opry and Attractions  46,918   58,599   65,670 
Corporate and Other  105   92   412 
   
Total revenues $769,961  $872,845  $914,414 
       
             
DEPRECIATION AND AMORTIZATION:
            
Hospitality $91,117  $101,444  $97,229 
Opry and Attractions  4,710   4,674   4,871 
Corporate and Other  9,734   10,449   7,651 
   
Total depreciation and amortization $105,561  $116,567  $109,751 
       
             
OPERATING (LOSS) INCOME:
            
Hospitality $91,705  $112,171  $124,828 
Opry and Attractions  1,237   5,050   4,834 
Corporate and Other  (61,320)  (60,378)  (54,549)
Casualty loss  (42,321)      
Preopening costs  (55,287)     (19,190)
Impairment charges        (19,264)
       
Total operating (loss) income  (65,986)  56,843   36,659 
 
Interest expense, net of amounts capitalized  (81,426)  (76,592)  (64,069)
Interest income  13,124   15,087   12,689 
Income (loss) from unconsolidated companies  608   (5)  (746)
Gain on extinguishment of debt  1,299   18,677   19,862 
Other gains and (losses)  (535)  2,847   453 
   
(Loss) income before income taxes and discontinued operations $(132,916) $16,857  $4,848 
       
         
  December 31,  December 31, 
IDENTIFIABLE ASSETS: 2010  2009 
   
Hospitality $2,309,800  $2,273,631 
Opry and Attractions  78,453   65,246 
Corporate and Other  232,279   319,287 
Discontinued operations  401   2,859 
   
Total identifiable assets $2,620,933  $2,661,023 
     

   2011  2010  2009 

REVENUES:

    

Hospitality

  $886,634   $722,938   $814,154  

Opry and Attractions

   65,386    46,918    58,599  

Corporate and Other

   124    105    92  
  

 

 

  

 

 

  

 

 

 

Total revenues

  $952,144   $769,961   $872,845  
  

 

 

  

 

 

  

 

 

 

DEPRECIATION AND AMORTIZATION:

    

Hospitality

  $109,521   $91,117   $101,444  

Opry and Attractions

   5,261    4,710    4,674  

Corporate and Other

   10,507    9,734    10,449  
  

 

 

  

 

 

  

 

 

 

Total depreciation and amortization

  $125,289   $105,561   $116,567  
  

 

 

  

 

 

  

 

 

 

OPERATING INCOME (LOSS):

    

Hospitality

  $130,939   $91,705   $112,171  

Opry and Attractions

   8,760    1,237    5,050  

Corporate and Other

   (58,535  (61,320  (60,378

Casualty loss

   (1,225  (42,321  —    

Preopening costs

   (408  (55,287  —    
  

 

 

  

 

 

  

 

 

 

Total operating income (loss)

   79,531    (65,986  56,843  

Interest expense, net of amounts capitalized

   (74,673  (81,426  (76,592

Interest income

   12,460    13,124    15,087  

Income (loss) from unconsolidated companies

   1,086    608    (5

Gain on extinguishment of debt

   —      1,299    18,677  

Other gains and (losses)

   (916  (535  2,847  
  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes and discontinued operations

  $17,488   $(132,916 $16,857  
  

 

 

  

 

 

  

 

 

 

   December 31,
2011
   December 31,
2010
 

IDENTIFIABLE ASSETS:

    

Hospitality

  $2,320,853    $2,309,800  

Opry and Attractions

   78,482     78,453  

Corporate and Other

   163,675     232,279  

Discontinued operations

   390     401  
  

 

 

   

 

 

 

Total identifiable assets

  $2,563,400    $2,620,933  
  

 

 

   

 

 

 

The following table represents the capital expenditures for continuing operations by segment for the years ended December 31 (amounts in thousands):

             
  2010  2009  2008 
CAPITAL EXPENDITURES:
            
Hospitality $159,576  $42,995  $397,264 
Opry and Attractions  23,767   3,626   3,988 
Corporate and other  11,304   6,444   12,924 
   
Total capital expenditures $194,647  $53,065  $414,176 
       

103


   2011   2010   2009 

CAPITAL EXPENDITURES:

      

Hospitality

  $110,151    $159,576    $42,995  

Opry and Attractions

   4,745     23,767     3,626  

Corporate and other

   17,696     11,304     6,444  
  

 

 

   

 

 

   

 

 

 

Total capital expenditures

  $132,592    $194,647    $53,065  
  

 

 

   

 

 

   

 

 

 

20.18. Quarterly Financial Information (Unaudited)

The following is selected unaudited quarterly financial data for the fiscal years ended December 31, 20102011 and 20092010 (amounts in thousands, except per share data).

The sum of the quarterly per share amounts may not equal the annual totals due to rounding.

                 
  2010 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
Revenues $214,481  $183,879  $158,272  $213,329 
Depreciation and amortization  27,071   25,951   25,254   27,285 
Operating income (loss)  14,953   (20,693)  (32,616)  (27,630)
Loss before income taxes and discontinued operations  (827)  (37,744)  (49,229)  (45,116)
Provision (benefit) for income taxes  975   (11,697)  (17,403)  (12,593)
Loss from continuing operations  (1,802)  (26,047)  (31,826)  (32,523)
(Loss) income from discontinued operations, net of taxes  (48)  3,327   46   (255)
Net loss  (1,850)  (22,720)  (31,780)  (32,778)
Net loss per share  (0.04)  (0.48)  (0.67)  (0.69)
Net loss per share — assuming dilution  (0.04)  (0.48)  (0.67)  (0.69)
                 
  2009 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
Revenues $210,390  $217,350  $198,513  $246,592 
Depreciation and amortization  28,065   28,643   29,476   30,383 
Operating income  8,051   20,738   6,419   21,635 
Income (loss) before income taxes and discontinued operations  9,833   18,503   (8,929)  (2,550)
Provision (benefit) for income taxes  6,295   8,119   (2,656)  (2,015)
Income (loss) from continuing operations  3,538   10,384   (6,273)  (535)
Loss from discontinued operations, net of taxes  (111)  (333)  (6,628)  (65)
Net income (loss)  3,427   10,051   (12,901)  (600)
Net income (loss) per share  0.08   0.25   (0.31)  (0.01)
Net income (loss) per share — assuming dilution  0.08   0.24   (0.31)  (0.01)

104


   2011 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 

Revenues

  $220,738   $236,775   $225,232   $269,399  

Depreciation and amortization

   29,057    29,271    32,367    34,594  

Operating income

   14,726    31,200    13,837    19,768  

Income (loss) before income taxes and discontinued operations

   (2,928  13,432    (722  7,706  

(Provision) benefit for income taxes

   967    (4,799  (937  (2,651

Income (loss) from continuing operations

   (1,961  8,633    (1,659  5,055  

Income from discontinued operations, net of taxes

   4    4    53    48  

Net income (loss)

   (1,957  8,637    (1,606  5,103  

Net income (loss) per share

   (0.04  0.18    (0.03  0.11  

Net income (loss) per share — assuming dilution

   (0.04  0.17    (0.03  0.10  

   2010 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 

Revenues

  $214,481   $183,879   $158,272   $213,329  

Depreciation and amortization

   27,071    25,951    25,254    27,285  

Operating income (loss)

   14,953    (20,693  (32,616  (27,630

Loss before income taxes and discontinued operations

   (827  (37,744  (49,229  (45,116

(Provision) benefit for income taxes

   (975  11,697    17,403    12,593  

Loss from continuing operations

   (1,802  (26,047  (31,826  (32,523

Income (loss) from discontinued operations, net of taxes

   (48  3,327    46    (255

Net loss

   (1,850  (22,720  (31,780  (32,778

Net loss per share

   (0.04  (0.48  (0.67  (0.69

Net loss per share — assuming dilution

   (0.04  (0.48  (0.67  (0.69

During the secondthird quarter of 2010,2011, in conjunction with the development of resort-style pools at Gaylord Palms, the Company disposedrecognized a pre-tax charge of its Corporate Magic business. The results$3.5 million in depreciation and amortization expense to dispose of operations, netfixed assets related to the existing infrastructure.

During the fourth quarter of taxes,2011, in conjunction with the development of Corporate Magic have been reflectedresort-style pools and a rooms renovation at Gaylord Palms, the Company recognized a pre-tax charge of $4.7 million in depreciation and amortization expense to dispose of fixed assets related to the accompanying consolidatedexisting infrastructure.

During the fourth quarter of 2011, the Company recorded a one-time, non-cash charge of $2.6 million to accrue vacation benefits earned in prior periods, which was not material to the current period or prior period financial statements as discontinued operations for all periods presented. As a result, the following amounts for the three months ended March 31, 2010, as well as for each of the three month periods during 2009 increased (decreased) as follows:

     
  2010 
  First 
  Quarter 
Revenues $(2,209)
Depreciation and amortization  (5)
Operating income  104 
Income before income taxes and discontinued operations  104 
Provision for income taxes  35 
Income from continuing operations  69 
Income from discontinued operations, net of taxes  (69)
                 
  2009 
  First  Second  Third  Fourth 
  Quarter  Quarter  Quarter  Quarter 
Revenues $(1,929) $(906) $(587) $(2,854)
Depreciation and amortization  (6)  (4)  (6)  (9)
Operating income  29   391   7,080   207 
Income before income taxes and discontinued operations  29   391   7,080   207 
Provision for income taxes  9   136   298   103 
Income from continuing operations  20   255   6,782   104 
Income from discontinued operations, net of taxes  (20)  (255)  (6,782)  (104)
statements.

As a result of the Nashville Flood, during the second quarter of 2010, the Company incurred a casualty loss of $81.3 million, which was partially offset by $50.0 million in insurance proceeds. In addition, the Company incurred preopening costs of $6.2 million associated with reopening the affected properties.

As a result of the Nashville Flood, during the third quarter of 2010, the Company incurred a casualty loss of $6.0 million. In addition, the Company incurred preopening costs of $25.5 million associated with reopening the affected properties.

As discussed in Note 11,9, during the third quarter of 2010, the Company and certain executives entered into amendments to certain of the LTIP Restricted Stock Unit award agreements. As a result of these amendments, the Company recorded additional compensation cost of $2.5 million, which is included in selling, general and administrative expense in the accompanying consolidated statements of operations.

As a result of the Nashville Flood, during the fourth quarter of 2010, the Company incurred a casualty loss of $5.0 million. In addition, the Company incurred preopening costs of $23.6 million associated with reopening the affected properties.

As discussed in Note 9, during the first quarter of 2009, the Company repurchased $59.9 million in aggregate principal amount of its outstanding senior notes for $42.4 million. After adjusting for deferred financing costs and other costs, the Company recorded a pre-tax gain of $16.6 million as a result of the repurchases, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statements of operations.
As discussed in Note 18, during the first quarter of 2009, as part of the Company’s cost containment initiative, the Company recognized approximately $4.5 million in severance costs. These costs are comprised of operating costs and selling, general and administrative costs of $2.8 million and $1.7 million, respectively, in the accompanying consolidated statements of operations.

105


As discussed in Note 9, during the second quarter of 2009, the Company repurchased $28.3 million in aggregate principal amount of its outstanding senior notes for $19.7 million. After adjusting for deferred financing costs and other costs, the Company recorded a pre-tax gain of $8.2 million as a result of the repurchases, which is recorded as a net gain on extinguishment of debt in the accompanying consolidated statements of operations.
As discussed in Note 18, during the second quarter of 2009, as part of the Company’s cost containment initiative, the Company recognized approximately $2.8 million in severance costs. These costs are comprised of operating costs and selling, general and administrative costs of $0.3 million and $2.5 million, respectively, in the accompanying consolidated statements of operations.
During the second quarter of 2009, the Company received $3.6 million under a tax increment financing arrangement related to the Ryman Auditorium. This receipt is included in other gains and (losses) in the accompanying consolidated statement of operations.
As discussed in Note 3, during the third quarter of 2009, the Company recorded an impairment charge of $6.6 million to write down the carrying value of goodwill at its Corporate Magic business to its implied fair value of $0.3 million, which is recorded in loss from discontinued operations, net of tax in the accompanying consolidated statement of operations.
As discussed in Note 9, during the fourth quarter of 2009, the Company purchased and redeemed the $259.8 million remaining principal amount outstanding of the 8% Senior Notes. After adjusting for deferred financing costs, the deferred gain on a terminated swap related to these notes, and other costs, the Company recorded a pre-tax loss of $6.0 million as a result of the repurchase, which is recorded as an offset in the net gain on extinguishment of debt in the accompanying consolidated statement of operations.
21.19. Information Concerning Guarantor and Non-Guarantor Subsidiaries

Not all of the Company’s subsidiaries have guaranteed the Company’s Convertible Notes and 6.75% Senior Notes. The Company’s Convertible Notes and 6.75% Senior Notes are guaranteed on a senior unsecured basis by generally all of the Company’s significant active domestic subsidiaries (the “Guarantors”). The Company’s investment in joint ventures and certainCertain discontinued operations and inactive subsidiaries (the “Non-Guarantors”) do not guarantee the Company’s Convertible Notes and 6.75% Senior Notes.

The following condensed consolidating schedules present condensed financial information of the Company, the guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 20102011 and 20092010 and for each of the three years in the period ended December 31, 2010:

1062011 includes certain allocations of revenues and 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.


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2011

(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations  Consolidated 

Revenues

  $6,064   $952,892   $—     $(6,812 $952,144  

Operating expenses:

      

Operating costs

   —      567,162    —      (772  566,390  

Selling, general and administrative

   17,631    161,670    —      —      179,301  

Management fees

   —      6,040    —      (6,040  —    

Casualty loss

   336    889    —      —      1,225  

Preopening costs

   48    360    —      —      408  

Depreciation and amortization

   3,852    121,437    —      —      125,289  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

   (15,803  95,334    —      —      79,531  

Interest expense, net of amounts capitalized

   (75,626  (120,442  (407  121,802    (74,673

Interest income

   103,686    14,737    15,839    (121,802  12,460  

Income from unconsolidated companies

   —      1,086    —      —      1,086  

Other gains and (losses)

   (36  (880  —      —      (916
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes and discontinued operations

   12,221    (10,165  15,432    —      17,488  

(Provision) benefit for income taxes

   (2,856  901    (5,465  —      (7,420

Equity in subsidiaries’ earnings, net

   812    —      —      (812  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations

   10,177    (9,264  9,967    (812  10,068  

Income from discontinued operations, net of taxes

   —      23    86    —      109  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $10,177   $(9,241 $10,053   $(812 $10,177  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2010

                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated 
Revenues $12,556  $770,672  $  $(13,267) $769,961 
Operating expenses:                    
Operating costs     475,252      (643)  474,609 
Selling, general and administrative  22,583   135,624      (38)  158,169 
Management fees     12,532      (12,532)   
Casualty loss  4,921   37,400         42,321 
Preopening costs     55,341      (54)  55,287 
Depreciation and amortization  4,576   100,985         105,561 
           
Operating loss  (19,524)  (46,462)        (65,986)
Interest expense, net of amounts capitalized  (83,117)  (116,078)  (349)  118,118   (81,426)
Interest income  98,216   17,989   15,037   (118,118)  13,124 
Income from unconsolidated companies     608         608 
Net gain on extinguishment of debt  1,299            1,299 
Other gains and (losses)  (54)  (481)        (535)
           
(Loss) income before income taxes and discontinued operations  (3,180)  (144,424)  14,688      (132,916)
(Provision) benefit for income taxes  (88)  46,506   (5,700)     40,718 
Equity in subsidiaries’ losses, net  (85,860)        85,860    
           
(Loss) income from continuing operations  (89,128)  (97,918)  8,988   85,860   (92,198)
Gain from discontinued operations, net of taxes     22   3,048      3,070 
           
Net (loss) income $(89,128) $(97,896) $12,036  $85,860  $(89,128)
           

107


(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations  Consolidated 

Revenues

  $12,556   $770,672   $—     $(13,267 $769,961  

Operating expenses:

      

Operating costs

   —      475,252    —      (643  474,609  

Selling, general and administrative

   22,583    135,624    —      (38  158,169  

Management fees

   —      12,532    —      (12,532  —    

Casualty loss

   4,921    37,400    —      —      42,321  

Preopening costs

   —      55,341    —      (54  55,287  

Depreciation and amortization

   4,576    100,985    —      —      105,561  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating loss

   (19,524  (46,462  —      —      (65,986

Interest expense, net of amounts capitalized

   (83,117  (116,078  (349  118,118    (81,426

Interest income

   98,216    17,989    15,037    (118,118  13,124  

Income from unconsolidated companies

   —      608    —      —      608  

Net gain on extinguishment of debt

   1,299    —      —      —      1,299  

Other gains and (losses)

   (54  (481  —      —      (535
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes and discontinued operations

   (3,180  (144,424  14,688    —      (132,916

(Provision) benefit for income taxes

   (88  46,506    (5,700  —      40,718  

Equity in subsidiaries’ losses, net

   (85,860  —      —      85,860    —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations

   (89,128  (97,918  8,988    85,860    (92,198

Income from discontinued operations, net of taxes

   —      22    3,048    —      3,070  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $(89,128 $(97,896 $12,036   $85,860   $(89,128
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended December 31, 2009

                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated 
Revenues $8,623  $873,443  $  $(9,221) $872,845 
Operating expenses:                    
Operating costs     527,697      (623)  527,074 
Selling, general and administrative  21,789   150,572         172,361 
Management fees     8,598      (8,598)   
Depreciation and amortization  5,841   110,726         116,567 
           
Operating (loss) income  (19,007)  75,850         56,843 
Interest expense, net of amounts capitalized  (77,920)  (118,866)     120,194   (76,592)
Interest income  23,487   97,552   14,242   (120,194)  15,087 
Loss from unconsolidated companies     (5)        (5)
Net gain on extinguishment of debt  18,677            18,677 
Other gains and (losses)  (11)  2,858         2,847 
           
(Loss) income before income taxes and discontinued operations  (54,774)  57,389   14,242      16,857 
Benefit (provision) for income taxes  20,845   (25,584)  (5,004)     (9,743)
Equity in subsidiaries’ earnings, net  33,906         (33,906)   
           
(Loss) income from continuing operations  (23)  31,805   9,238   (33,906)  7,114 
Loss from discontinued operations, net of taxes     (7,096)  (41)     (7,137)
           
Net (loss) income $(23) $24,709  $9,197  $(33,906) $(23)
           

108


(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations  Consolidated 

Revenues

  $8,623   $873,443   $—     $(9,221 $872,845  

Operating expenses:

      

Operating costs

   —      527,697    —      (623  527,074  

Selling, general and administrative

   21,789    150,572    —      —      172,361  

Management fees

   —      8,598    —      (8,598  —    

Depreciation and amortization

   5,841    110,726    —      —      116,567  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

   (19,007  75,850    —      —      56,843  

Interest expense, net of amounts capitalized

   (77,920  (118,866  —      120,194    (76,592

Interest income

   23,487    97,552    14,242    (120,194  15,087  

Loss from unconsolidated companies

   —      (5  —      —      (5

Net gain on extinguishment of debt

   18,677    —      —      —      18,677  

Other gains and (losses)

   (11  2,858    —      —      2,847  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes and discontinued operations

   (54,774  57,389    14,242    —      16,857  

(Provision) benefit for income taxes

   20,845    (25,584  (5,004  —      (9,743

Equity in subsidiaries’ earnings, net

   33,906    —      —      (33,906  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from continuing operations

   (23  31,805    9,238    (33,906  7,114  

Loss from discontinued operations, net of taxes

   —      (7,096  (41  —      (7,137
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $(23 $24,709   $9,197   $(33,906 $(23
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2011

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

Current assets:

      

Cash and cash equivalents — unrestricted

  $37,562   $6,826   $—     $—     $44,388  

Cash and cash equivalents — restricted

   1,150    —      —      —      1,150  

Trade receivables, net

   —      41,939    —      —      41,939  

Deferred income taxes

   1,195    7,423    23    —      8,641  

Other current assets

   2,710    45,954    —      (126  48,538  

Intercompany receivables, net

   1,745,197    —      302,368    (2,047,565  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

   1,787,814    102,142    302,391    (2,047,691  144,656  

Property and equipment, net of accumulated depreciation

   43,733    2,165,394    —      —      2,209,127  

Notes receivable, net of current portion

   —      142,567    —      —      142,567  

Long-term deferred financing costs

   15,947    —      —      —      15,947  

Other long-term assets

   658,167    359,297    —      (966,751  50,713  

Long-term assets of discontinued operations

   —      —      390    —      390  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  $2,505,661   $2,769,400   $302,781   $(3,014,442 $2,563,400  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY:      

Current liabilities:

      

Current portion of long-term debt and capital lease obligations

  $—     $755   $—     $—     $755  

Accounts payable and accrued liabilities

   17,934    151,458    —      (417  168,975  

Intercompany payables, net

   —      1,958,653    88,912    (2,047,565  —    

Current liabilities of discontinued operations

   —      —      186    —      186  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

   17,934    2,110,866    89,098    (2,047,982  169,916  

Long-term debt and capital lease obligations, net of current portion

   1,071,426    1,644    —      —      1,073,070  

Deferred income taxes

   (36,586  144,886    (81  —      108,219  

Other long-term liabilities

   82,358    83,560    —      291    166,209  

Long-term liabilities of discontinued operations

   —      —      451    —      451  

Commitments and contingencies

      

Stockholders’ equity:

      

Preferred stock

   —      —      —      —      —    

Common stock

   484    2,388    1    (2,389  484  

Additional paid-in capital

   929,904    1,081,063    (40,127  (1,040,936  929,904  

Treasury stock

   (4,599  —      —      —      (4,599

Retained earnings

   480,771    (655,007  253,439    76,574    155,777  

Accumulated other comprehensive loss

   (36,031  —      —      —      (36,031
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total stockholders’ equity

   1,370,529    428,444    213,313    (966,751  1,045,535  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $2,505,661   $2,769,400   $302,781   $(3,014,442 $2,563,400  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2010

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

Current assets:

      

Cash and cash equivalents — unrestricted

  $117,913   $6,485   $—     $—     $124,398  

Cash and cash equivalents — restricted

   1,150    —      —      —      1,150  

Trade receivables, net

   —      31,793    —      —      31,793  

Estimated fair value of derivative assets

   22    —      —      —      22  

Deferred income taxes

   67    5,748    680    —      6,495  

Other current assets

   3,364    45,754    —      (126  48,992  

Intercompany receivables, net

   1,744,290    —      287,087    (2,031,377  —    
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

   1,866,806    89,780    287,767    (2,031,503  212,850  

Property and equipment, net of accumulated depreciation

   38,686    2,162,759    —      —      2,201,445  

Notes receivable, net of current portion

   —      142,651    —      —      142,651  

Long-term deferred financing costs

   12,521    —      —      —      12,521  

Other long-term assets

   654,722    362,282    —      (965,939  51,065  

Long-term assets of discontinued operations

   —      —      401    —      401  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

  $2,572,735   $2,757,472   $288,168   $(2,997,442 $2,620,933  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY:      

Current liabilities:

      

Current portion of long-term debt and capital lease obligations

  $58,396   $178   $—     $—     $58,574  

Accounts payable and accrued liabilities

   14,622    161,142    —      (421  175,343  

Estimated fair value of derivative liabilities

   12,475    —      —      —      12,475  

Intercompany payables, net

   —      1,947,054    84,323    (2,031,377  —    

Current liabilities of discontinued operations

   —      —      357    —      357  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current liabilities

   85,493    2,108,374    84,680    (2,031,798  246,749  

Long-term debt and capital lease obligations, net of current portion

   1,100,335    306    —      —      1,100,641  

Deferred income taxes

   (26,398  127,768    (230  —      101,140  

Other long-term liabilities

   58,559    83,346    —      295    142,200  

Long-term liabilities of discontinued operations

   —      —      451    —      451  

Commitments and contingencies

      

Stockholders’ equity:

      

Preferred stock

   —      —      —      —      —    

Common stock

   481    2,388    1    (2,389  481  

Additional paid-in capital

   916,359    1,081,056    (40,120  (1,040,936  916,359  

Treasury stock

   (4,599  —      —      —      (4,599

Retained earnings

   470,594    (645,766  243,386    77,386    145,600  

Accumulated other comprehensive loss

   (28,089  —      —      —      (28,089
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total stockholders’ equity

   1,354,746    437,678    203,267    (965,939  1,029,752  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $2,572,735   $2,757,472   $288,168   $(2,997,442 $2,620,933  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

CASH FLOWS

For the Year Ended December 31, 2008

                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
Revenues $12,054  $915,291  $  $(12,931) $914,414 
Operating expenses:                    
Operating costs  36   556,175      (986)  555,225 
Selling, general and administrative  18,720   155,778      (173)  174,325 
Management fees     11,772      (11,772)   
Preopening costs     19,190         19,190 
Impairment and other charges  16,765   2,499         19,264 
Depreciation and amortization  5,576   104,175         109,751 
   
Operating (loss) income  (29,043)  65,702         36,659 
Interest expense, net of amounts capitalized  (80,615)  (135,667)  (448)  152,661   (64,069)
Interest income  29,875   116,879   18,596   (152,661)  12,689 
Loss from unconsolidated companies     (746)        (746)
Gain on extinguishment of debt  19,862            19,862 
Other gains and (losses)  925   (472)        453 
   
(Loss) income before income taxes and discontinued operations  (58,996)  45,696   18,148      4,848 
Benefit (provision) for income taxes  22,424   (17,367)  (6,073)     (1,016)
Equity in subsidiaries’ earnings, net  40,936         (40,936)   
   
Income from continuing operations  4,364   28,329   12,075   (40,936)  3,832 
Gain (loss) from discontinued operations, net of taxes     812   (280)     532 
   
Net income $4,364  $29,141  $11,795  $(40,936) $4,364 
   

109

2011


(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations   Consolidated 

Net cash provided by continuing operating activities

  $31,002   $122,880   $22   $—      $153,904  

Net cash provided by (used in) discontinued operating activities

   —      37    (22  —       15  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash provided by operating activities

   31,002    122,917    —      —       153,919  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchases of property and equipment

   (6,110  (126,482  —      —       (132,592

Collection of notes receivable

   —      2,465    —      —       2,465  

Other investing activities

   3    1,845    —      —       1,848  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities — continuing operations

   (6,107  (122,172  —      —       (128,279

Net cash used in investing activities — discontinued operations

   —      —       —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities

   (6,107  (122,172  —      —       (128,279
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Repayments under credit facility

   (100,000  —      —      —       (100,000

Deferred financing costs paid

   (10,074  —      —      —       (10,074

Proceeds from exercise of stock option and purchase plans

   4,828    —      —      —       4,828  

Other financing activities, net

   —      (404  —      —       (404
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in financing activities — continuing operations

   (105,246  (404  —      —       (105,650

Net cash provided by financing activities — discontinued operations

   —      —      —      —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in financing activities

   (105,246  (404  —      —       (105,650
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net change in cash and cash equivalents

   (80,351  341    —      —       (80,010

Cash and cash equivalents at beginning of year

   117,913    6,485    —      —       124,398  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Cash and cash equivalents at end of year

  $37,562   $6,826   $—     $—      $44,388  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2010
                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
ASSETS:
                    
Current assets:                    
Cash and cash equivalents — unrestricted $117,913  $6,485  $  $  $124,398 
Cash and cash equivalents — restricted  1,150            1,150 
Trade receivables, net     31,793         31,793 
Income tax receivable  2,395            2,395 
Estimated fair value of derivative assets  22            22 
Deferred income taxes  67   5,748   680      6,495 
Other current assets  969   45,754      (126)  46,597 
Intercompany receivables, net  1,744,290      287,087   (2,031,377)   
   
Total current assets  1,866,806   89,780   287,767   (2,031,503)  212,850 
Property and equipment, net of accumulated depreciation  38,686   2,162,759         2,201,445 
Notes receivable, net of current portion     142,651         142,651 
Long-term deferred financing costs  12,521            12,521 
Other long-term assets  654,722   362,282      (965,939)  51,065 
Long-term assets of discontinued operations        401      401 
   
Total assets $2,572,735  $2,757,472  $288,168  $(2,997,442) $2,620,933 
   
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY:
                    
Current liabilities:                    
Current portion of long-term debt and capital lease obligations $58,396  $178  $  $  $58,574 
Accounts payable and accrued liabilities  14,622   161,142      (421)  175,343 
Estimated fair value of derivative liabilities  12,475            12,475 
Intercompany payables, net     1,947,054   84,323   (2,031,377)   
Current liabilities of discontinued operations        357      357 
   
Total current liabilities  85,493   2,108,374   84,680   (2,031,798)  246,749 
Long-term debt and capital lease obligations, net of current portion  1,100,335   306         1,100,641 
Deferred income taxes  (26,398)  127,768   (230)     101,140 
Other long-term liabilities  58,559   83,346      295   142,200 
Long-term liabilities of discontinued operations        451      451 
Commitments and contingencies                    
Stockholders’ equity:                    
Preferred stock               
Common stock  481   2,388   1   (2,389)  481 
Additional paid-in capital  916,359   1,081,056   (40,120)  (1,040,936)  916,359 
Treasury stock  (4,599)           (4,599)
Retained earnings  470,594   (645,766)  243,386   77,386   145,600 
Accumulated other comprehensive loss  (28,089)           (28,089)
   
Total stockholders’ equity  1,354,746   437,678   203,267   (965,939)  1,029,752 
   
Total liabilities and stockholders’ equity $2,572,735  $2,757,472  $288,168  $(2,997,442) $2,620,933 
   

110


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2009
                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
ASSETS:
                    
Current assets:                    
Cash and cash equivalents — unrestricted $175,871  $4,158  $  $  $180,029 
Cash and cash equivalents — restricted  1,150            1,150 
Trade receivables, net     39,864         39,864 
Income tax receivable  28,796             28,796 
Deferred income taxes  331   1,431   763      2,525 
Other current assets  857   50,037      (126)  50,768 
Intercompany receivables, net  1,629,974      279,626   (1,909,600)   
Current assets of discontinued operations     2,381   63      2,444 
   
Total current assets  1,836,979   97,871   280,452   (1,909,726)  305,576 
Property and equipment, net of accumulated depreciation  47,317   2,102,465         2,149,782 
Notes receivable, net of current portion     142,311         142,311 
Long-term deferred financing costs  18,081            18,081 
Other long-term assets  743,157   353,500      (1,051,799)  44,858 
Long-term assets of discontinued operations     415         415 
   
Total assets $2,645,534  $2,696,562  $280,452  $(2,961,525) $2,661,023 
   
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY:
                    
Current liabilities:                    
                     
Current portion of long-term debt and capital lease obligations $1,000  $814  $  $  $1,814 
Accounts payable and accrued liabilities  13,585   135,365      (290)  148,660 
Intercompany payables, net     1,828,124   81,476   (1,909,600)   
Current liabilities of discontinued operations     3,203   669      3,872 
   
Total current liabilities  14,585   1,967,506   82,145   (1,909,890)  154,346 
Long-term debt and capital lease obligations, net of current portion  1,175,564   1,310         1,176,874 
Deferred income taxes  (28,574)  129,260   (96)     100,590 
Estimated fair value of derivative liabilities  25,661            25,661 
Other long-term liabilities  54,620   69,593      164   124,377 
Long-term liabilities of discontinued operations     44   447      491 
Commitments and contingencies                    
Stockholders’ equity:                    
Preferred stock               
Common stock  470   2,388   1   (2,389)  470 
Additional paid-in capital  881,512   1,088,457   (47,521)  (1,040,936)  881,512 
Treasury stock  (4,599)           (4,599)
Retained earnings  559,722   (561,996)  245,476   (8,474)  234,728 
Accumulated other comprehensive loss  (33,427)           (33,427)
   
Total stockholders’ equity  1,403,678   528,849   197,956   (1,051,799)  1,078,684 
   
Total liabilities and stockholders’ equity $2,645,534  $2,696,562  $280,452  $(2,961,525) $2,661,023 
   

111


GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2010

                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
Net cash (used in) provided by continuing operating activities $(54,296) $192,298  $908  $  $138,910 
Net cash provided by discontinued operating activities     22   552      574 
   
Net cash (used in) provided by operating activities  (54,296)  192,320   1,460      139,484 
   
                     
Purchases of property and equipment  (1,772)  (192,875)        (194,647)
Collection of notes receivable     4,161         4,161 
Other investing activities     148         148 
   
Net cash used in investing activities — continuing operations  (1,772)  (188,566)        (190,338)
Net cash used in investing activities — discontinued operations        (1,460)     (1,460)
   
Net cash used in investing activities  (1,772)  (188,566)  (1,460)     (191,798)
   
                     
Repurchases of senior notes  (26,965)           (26,965)
Proceeds from exercise of stock option and purchase plans  26,075            26,075 
Other financing activities, net  (1,000)  (1,427)        (2,427)
   
Net cash used in financing activities — continuing operations  (1,890)  (1,427)        (3,317)
Net cash provided by financing activities — discontinued operations               
   
Net cash used in financing activities  (1,890)  (1,427)        (3,317)
   
                     
Net change in cash and cash equivalents  (57,958)  2,327         (55,631)
Cash and cash equivalents at beginning of year  175,871   4,158         180,029 
   
Cash and cash equivalents at end of year $117,913  $6,485  $  $  $124,398 
   

112


(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations   Consolidated 

Net cash provided by (used in) continuing operating activities

  $(54,296 $192,298   $908   $—      $138,910  

Net cash provided by discontinued operating activities

   —      22    552    —       574  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

   (54,296  192,320    1,460    —       139,484  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchases of property and equipment

   (1,772  (192,875  —      —       (194,647

Collection of notes receivable

   —      4,161    —      —       4,161  

Other investing activities

   —      148    —      —       148  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities — continuing operations

   (1,772  (188,566  —      —       (190,338

Net cash used in investing activities — discontinued operations

   —      —      (1,460  —       (1,460
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities

   (1,772  (188,566  (1,460  —       (191,798
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Repurchases of senior notes

   (26,965  —      —      —       (26,965

Proceeds from exercise of stock option and purchase plans

   26,075    —      —      —       26,075  

Other financing activities, net

   (1,000  (1,427  —      —       (2,427
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in financing activities — continuing operations

   (1,890  (1,427  —      —       (3,317

Net cash provided by financing activities — discontinued operations

   —      —      —      —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in financing activities

   (1,890  (1,427  —      —       (3,317
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net change in cash and cash equivalents

   (57,958  2,327    —      —       (55,631

Cash and cash equivalents at beginning of year

   175,871    4,158    —      —       180,029  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Cash and cash equivalents at end of year

  $117,913   $6,485   $—     $—      $124,398  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2009

                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
Net cash provided by continuing operating activities $93,089  $31,414  $507  $  $125,010 
Net cash used in discontinued operating activities     (1,444)  (507)     (1,951)
   
Net cash provided by operating activities  93,089   29,970         123,059 
   
                     
Purchases of property and equipment  (1,638)  (51,427)        (53,065)
Collection of notes receivable     17,621         17,621 
Other investing activities  4   1,951         1,955 
   
Net cash used in investing activities — continuing operations  (1,634)  (31,855)        (33,489)
Net cash used in investing activities — discontinued operations     (6)        (6)
   
Net cash used in investing activities  (1,634)  (31,861)        (33,495)
   
                     
Net repayments under credit facility  (22,500)           (22,500)
Repurchases of senior notes  (329,571)           (329,571)
Proceeds from the issuance of convertible notes, net of equity-related issuance costs  358,107            358,107 
Deferred financing costs paid  (8,077)           (8,077)
Purchase of convertible note hedge  (76,680)           (76,680)
Proceeds from the issuance of common stock warrants  43,740            43,740 
Proceeds from the issuance of common stock, net of issuance costs  125,297            125,297 
Purchases of treasury stock  (4,599)           (4,599)
Proceeds from the termination of an interest rate swap on senior notes  5,000            5,000 
Proceeds from exercise of stock option and purchase plans  566            566 
Decrease in restricted cash and cash equivalents  15            15 
Other financing activities, net  (1,158)  (711)        (1,869)
   
                     
Net cash provided by (used in) financing activities — continuing operations  90,140   (711)        89,429 
Net cash provided by financing activities — discontinued operations               
   
Net cash provided by (used in) financing activities  90,140   (711)        89,429 
   
                     
Net change in cash and cash equivalents  181,595   (2,602)        178,993 
Cash and cash equivalents at beginning of year  (5,724)  6,760         1,036 
   
Cash and cash equivalents at end of year $175,871  $4,158  $  $  $180,029 
   

113


(in thousands)  Issuer  Guarantors  Non-
Guarantors
  Eliminations   Consolidated 

Net cash provided by continuing operating activities

  $93,089   $31,414   $507   $—      $125,010  

Net cash used in discontinued operating activities

   —      (1,444  (507  —       (1,951
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash provided by operating activities

   93,089    29,970    —      —       123,059  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchases of property and equipment

   (1,638  (51,427  —      —       (53,065

Collection of notes receivable

   —      17,621    —      —       17,621  

Other investing activities

   4    1,951    —      —       1,955  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities — continuing operations

   (1,634  (31,855  —      —       (33,489

Net cash used in investing activities — discontinued operations

   —      (6  —      —       (6
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash used in investing activities

   (1,634  (31,861  —      —       (33,495
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Repayments under credit facility

   (22,500  —      —      —       (22,500

Repurchases of senior notes

   (329,571  —      —      —       (329,571

Proceeds from the issuance of convertible notes, net of equity-related issuance costs

   358,107    —      —      —       358,107  

Deferred financing costs paid

   (8,077  —      —      —       (8,077

Purchase of convertible note hedge

   (76,680  —      —      —       (76,680

Proceeds from the issuance of common stock warrants

   43,740    —      —      —       43,740  

Proceeds from the issuance of common stock, net of issuance costs

   125,297    —      —      —       125,297  

Purchases of treasury stock

   (4,599  —      —      —       (4,599

Proceeds from the termination of an interest rate swap on senior notes

   5,000    —      —      —       5,000  

Proceeds from exercise of stock option and purchase plans

   566    —      —      —       566  

Decrease in restricted cash and cash equivalents

   15    —      —      —       15  

Other financing activities, net

   (1,158  (711  —      —       (1,869
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash provided by (used in) financing activities — continuing operations

   90,140    (711  —      —       89,429  

Net cash provided by financing activities — discontinued operations

   —      —      —      —       —    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

   90,140    (711  —      —       89,429  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net change in cash and cash equivalents

   181,595    (2,602  —      —       178,993  

Cash and cash equivalents at beginning of year

   (5,724  6,760    —      —       1,036  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Cash and cash equivalents at end of year

  $175,871   $4,158   $—     $—      $180,029  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2008
                     
          Non-       
(in thousands) Issuer  Guarantors  Guarantors  Eliminations  Consolidated
Net cash (used in) provided by continuing operating activities $(286,964) $408,844  $844  $  $122,724 
Net cash provided by (used in) discontinued operating activities     523   (1,003)     (480)
   
Net cash (used in) provided by operating activities  (286,964)  409,367   (159)     122,244 
   
                     
Purchases of property and equipment  (5,443)  (408,733)        (414,176)
Collection of notes receivable     622         622 
Other investing activities  11   4         15 
   
                     
Net cash used in investing activities — continuing operations  (5,432)  (408,107)        (413,539)
Net cash (used in) provided by investing activities — discontinued operations     (20)  159      139 
   
Net cash (used in) provided by investing activities  (5,432)  (408,127)  159      (413,400)
   
                     
Net borrowings under credit facility  324,500            324,500 
Repurchases of senior notes  (25,636)           (25,636)
Deferred financing costs paid  (10,753)           (10,753)
Purchases of Company’s common stock  (19,999)           (19,999)
Proceeds from exercise of stock option and purchase plans  1,859            1,859 
Excess tax benefit from stock-based compensation  859            859 
Decrease in restricted cash and cash equivalents  51            51 
Other financing activities, net  (1,365)  (906)        (2,271)
   
Net cash provided by (used in) financing activities — continuing operations  269,516   (906)        268,610 
Net cash provided by financing activities — discontinued operations               
   
Net cash provided by (used in) financing activities  269,516   (906)        268,610 
   
                     
Net change in cash and cash equivalents  (22,880)  334         (22,546)
Cash and cash equivalents at beginning of year  17,156   6,426         23,582 
   
Cash and cash equivalents at end of year $(5,724) $6,760  $  $  $1,036 
   

114


INDEX TO EXHIBITS

EXHIBIT

NUMBER

  

DESCRIPTION

EXHIBIT
NUMBERDESCRIPTION
2.1†  Common Unit Repurchase Agreement, dated as of April 3, 2007, by and among the Company, Gaylord Hotels, Inc., Bass Pro Group, LLC, and, for the limited purposes set forth therein, Colin Reed, David Kloeppel, American Sportsman Holdings Co., JLM Partners, LP, KB Capital Partners, LP and certain subsidiaries of Bass Pro Group, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 3, 2007 (File No. 1-13079)).
3.1  Restated Certificate of Incorporation of the Company, as amended (restated for SEC filing purposes only) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-13079)).
3.2  Second Amended and Restated Bylaws of the Company (restated for SEC filing purposes only) (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 dated May 7, 2009 (File No. 1-13079)).
3.3  Certificate of Designations of Series A Junior Participating Preferred Stock of Gaylord Entertainment Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 13, 2008 (File No. 1-13079)).
4.1  Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, as amended on June 30, 1997 (File No. 1-13079)).
4.2  Reference is made to Exhibits 3.1 and 3.2 hereof for instruments defining the rights of common stockholders of the Company.
4.3  Stock Purchase Warrant, dated November 7, 2002, issued by the Company to Gilmore Entertainment Group, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 1-13079)).
4.4  Indenture, dated as of November 30, 2004, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee, providing for the issuance of the Company’s 6.75% Senior Notes Due 2014 (the “6.75% Senior Notes”) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 1, 2004 (File No. 1-13079)).
4.5  First Supplemental Indenture, dated as of December 30, 2004, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee, relating to the 6.75% Senior Notes (incorporated by reference to Exhibit 4.2 to the Company Registration Statement on Form S-4 dated April 22, 2005 (File No. 333-124251)).
4.6  Second Supplemental Indenture, dated as of June 16, 2005, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee, relating to the 6.75% Senior Notes (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2005 (File No. 1-13079)).
4.7  Third Supplemental Indenture, dated as of January 12, 2007, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee, relating to the 6.75% Senior Notes (incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079)).
4.8  Fourth Supplemental Indenture, dated September 29, 2009, by and among the Company, certain of its subsidiaries and U.S. Bank National Association, as trustee, relating to the 6.75% Senior Notes (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (File No. 1-13079)).
4.9  Indenture related to the 3.75% Convertible Senior Notes due 2014, dated as of September 29, 2009, among the Company, certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee, and Form of 3.75% Convertible Senior Note due 2014 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
4.10  Amended and Restated Rights Agreement, dated as of March 9, 2009, between the Company and Computershare Trust Company, N.A., as Rights Agent (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-13079)).
4.11  Amendment No. 1 as of August 12, 2011 to the Amended and Restated Rights Agreement, dated as of March 9, 2009, between Gaylord Entertainment Company and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 12, 2011 (File No. 1-13079)).
10.1+
10.1  SecondThird Amended and Restated Credit Agreement, dated as of July 25, 2008,August 1, 2011 by and among the Company, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 20102011 (File No. 1-13079)).
10.2  Form of Conditional Waiver, dated as of May 18, 2010, by and among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to the Company’s Current Report on Form 8-K dated May 24, 2010 (File No. 1-13079)).

10.3  Opryland Hotel-Florida Ground Lease, dated as of March 3, 1999, by and between Xentury City Development Company, L.L.C., and Opryland Hotel-Florida Limited Partnership (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-13079)).

115


EXHIBIT
NUMBERDESCRIPTION
10.4  Hotel/ Convention Center Sublease Agreement, dated as of May 16, 2000, by and between the City of Grapevine, Texas and Opryland Hotel-Texas Limited Partnership (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-13079)).
10.5  Sublease Addendum Number 1, dated July 28, 2000, by and between the City of Grapevine, Texas and Opryland Hotel-TexasHotel- Texas Limited Partnership (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-13079)).
10.6Guaranty dated as of June 25, 1997, by Craig Leipold, the Company, CCK, Inc. and other guarantors in favor of the Nashville Hockey League (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 1-13079)).
10.7Consent Agreement dated February 22, 2005 by and among the NHL, Nashville Hockey Club Limited Partnership, the Company and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 28, 2005 (File No. 1-13079)).
10.8  Settlement Agreement, dated March 9, 2009, by and between the Company and TRT Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-13079)).
10.910.7  Letter Agreement, dated March 9, 2009, by and between the Company and GAMCO Asset Management, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 10, 2009)2009 (File No. 1-13079)).
10.1010.8  Purchase Agreement dated September 24, 2009, by and among the Company, certain subsidiaries of the Company, as guarantors, and Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several initial purchasers named in Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1110.9  Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between the Company and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1210.10  Amendment Agreement to Note Hedge Confirmation, dated as of September 25, 2009, between the Company and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1310.11  Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between the Company and Citibank N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1410.12  Amendment Agreement to Note Hedge Confirmation, dated as of September 25, 2009, between the Company and Citibank N.A. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1510.13  Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between the Company and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1610.14  Amendment Agreement to Note Hedge Confirmation, dated as of September 25, 2009, between the Company and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1710.15  Equity Derivatives Confirmation (convertible note hedge transaction), dated September 24, 2009, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.1810.16  Amendment Agreement to Note Hedge Confirmation, dated as of September 25, 2009, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079 (File No. 1-13079)).
10.1910.17  Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between the Company and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated September 29, 2009v).
10.2010.18  Amendment Agreement to Warrant Confirmation, dated as of September 25, 2009, between the Company and Deutsche Bank AG, London Branch (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.2110.19  Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between the Company and Citibank N.A. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).

116


EXHIBIT
NUMBERDESCRIPTION
10.2210.20  Amendment Agreement to Warrant Confirmation, dated as of September 25, 2009, between the Company and Citibank N.A. (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.2310.21  Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between the Company and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).

10.24
10.22  Amendment Agreement to Warrant Confirmation, dated as of September 25, 2009, between the Company and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.2510.23  Equity Derivatives Confirmation (warrant transaction), dated September 24, 2009, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.2610.24  Amendment Agreement to Warrant Confirmation, dated as of September 25, 2009, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K dated September 29, 2009 (File No. 1-13079)).
10.27#10.25#  Amended and Restated Gaylord Entertainment Company 1997 Omnibus Stock Option and Incentive Plan (including amendments adopted at the May 2003 Stockholders Meeting) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-13079)).
10.28#10.26#  The Opryland USA Inc. Supplemental Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 to the former Gaylord Entertainment Company’s Registration Statement on Form S-1 (File No. 33-42329)).
10.29#10.27#  Gaylord Entertainment Company Retirement Benefit Restoration Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000)2000 (File No. 1-13079)).
10.30#10.28#  Executive Employment Agreement of Colin V. Reed, dated February 25, 2008, with the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2008 (File No. 1-13079)).
10.31#10.29#  First Amendment to Executive Employment Agreement of Colin V. Reed, dated December 18, 2008, with Company (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2008 (File No. 1-13079)).
10.32#10.30#  Second Amendment to Executive Employment Agreement, dated September 3, 2010, by and between the Company and Colin V. Reed (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).
10.33#10.31#  Indemnification Agreement, dated as of April 23, 2001, by and between the Company and Colin V. Reed (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-13079)).
10.34#10.32#  Indemnification Agreement, dated as of April 23, 2001, by and between the Company and Michael D. Rose (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-13079)).
10.35#10.33#  Form of Employment Agreement of David C. Kloeppel, dated February 25, 2008, with the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2008 (File No. 1-13079)).
10.36#10.34#  Form of Employment Agreement of each of Carter R. Todd, Mark Fioravanti and Richard A. Maradik, dated February 25, 2008, with the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2008 (File No. 1-13079)).
10.37#10.35#  Form of Amendment No. 1 to Employment Agreement of each of David C. Kloeppel, Mark Fioravanti and Richard A. Maradik (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-13079)).
10.38#10.36#  Amendment No. 2 to Employment Agreement, dated September 3, 2010, by and between the Company and David C. Kloeppel (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).
10.39#10.37#  Amendment No. 1 to Employment Agreement, dated September 3, 2010, by and between the Company and Carter R. Todd (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).
10.40#10.38#  Amendment No. 2 to Employment Agreement, dated September 3, 2010, by and between the Company and Mark Fioravanti (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).
10.41#10.39#  Amendment No. 2 to Employment Agreement, dated September 3, 2010, by and between the Company and Richard A. Maradik (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).

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EXHIBIT
NUMBERDESCRIPTION
10.42#10.40#  Form of Indemnification Agreement between the Company and each of its non-employee directors (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-13079)).

10.43#
10.41# Form of Stock Option Agreement with respect to options granted to employees of Gaylord Entertainment Company pursuant to the 1997 Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-13079)).
10.44#10.42# Form of Director Stock Option Agreement with respect to options granted to members of the Gaylord Entertainment Company Board of Directors pursuant to the 1997 Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (File No. 1-13079).
10.45#10.43# Form of Restricted Stock Agreement with respect to restricted stock granted to employees of the Company pursuant to the 1997 Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2005 (File No. 1-13079)).
10.46#10.44# Form of Performance Accelerated Restricted Stock Unit Agreement with respect to restricted stock units granted to employees of the Company pursuant to the 1997 Plan and the Company’s performance accelerated restricted stock unit program (“PARSUP”) (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2005 (File No 1-13079)).
10.47*10.45*# Summary of Director and Executive Officer Compensation.
10.48#10.46# Gaylord Entertainment Company Amended and Restated 2006 Omnibus Incentive Plan (incorporated by reference to AppendixAnnex A to the Company’s Definitive Proxy Statement for the 20062011 Annual Meeting of Stockholders filed with the SEC on April 3, 20061, 2011 (File No. 1-13079)).
10.49#Amendment No. 1 to Gaylord Entertainment Company 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079)).
10.50#10.47# Form of Restricted Share Award Agreement with respect to restricted stock granted pursuant to the Company’s 2006 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079)).
10.51#10.48# Form of Non-Qualified Stock Option Agreement with respect to stock options granted pursuant to the Company’s 2006 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079)).
10.52#10.49# Form of Director Non-Qualified Stock Option Agreement with respect to stock options granted pursuant to the Company’s 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079))
10.53#10.50# Form of Director Restricted Stock Unit Award Agreement with respect to restricted stock units granted pursuant to the Company’s 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year-ended December 31, 2006 (File No. 1-13079)).
10.54#10.51# Form of Restricted Stock Unit Award Agreement with respect to performance-vesting restricted stock units granted pursuant to the Company’s 2006 Omnibus Incentive plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2008 (File No. 1-13079)).
10.55#10.52# Form of Restricted Stock Unit Award Agreement with respect to time-vesting restricted stock units granted pursuant to the Company’s 2006 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 1-13079)).
10.56#10.53# Form of Stock Option Cancellation Agreement between the Company and each of Colin V. Reed, David C. Kloeppel, Mark Fioravanti and Carter R. Todd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 7, 2009 (File No. 1-13079)).
10.57#10.54# 2008 Long Term Incentive Plan Form of Amended and Restated Restricted Stock Unit Award Agreement amending grants made to the Company’s named executive officers as described in the Company’s Current Report on Form 8-K dated September 7, 2010 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 1-13079)).
10.55 Letter Agreement, dated January 13, 2012, by and between the Company, TRT Holdings, Inc. and Robert Rowling (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 17, 2012 (File No. 1-13079)).
21* Subsidiaries of Gaylord Entertainment Company.
23.1* Consent of Independent Registered Public Accounting Firm.
31.1* Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a — 14(a) and Rule 15d — 14(a).
31.2* Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a — 14(a) and Rule 15d — 14(a).
32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

118


*Filed herewith.
As directed by Item 601(b)(2) of Regulation S-K, certain schedules and exhibits to this exhibit are omitted from this filing. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
#Management contract or compensatory plan or arrangement.
+Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. This exhibit has been filed separately with the SEC accompanied by a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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