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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

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

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

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

On January 1, 2013, Ryman Hospitality Properties, Inc. (“Ryman”) and its subsidiaries (collectively with Ryman, the “Company”) began operating as a real estate investment trust (“REIT”) for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. The Company’s owned assets include a network of upscale, meetings-focused resorts that are managed by Marriott International, Inc. (“Marriott”) under the Gaylord Hotels brand. These resorts, which the Company refers to as the Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). The Company’s other owned hotel assets managed by Marriott include ~~Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”),~~ the Inn at Opryland, an overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), an overflow hotel adjacent to Gaylord National. The Company also owns a 35% interest in a joint venture that is developing and ~~operates~~owns Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which is scheduled to open in late 2018 and will be managed by Marriott.

The Company also owns a number of media and entertainment assets, including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces, with a flagship location in Nashville that opened in May 2018; Opry City Stage, a four-level entertainment complex in Times Square that opened in December 2017 under a joint venture agreement and of which the Company acquired the remaining 50% joint venture interest in the second quarter of 2018 for a combination of $3.9 million in cash and the forgiveness of a note receivable previously due to the Company from the other joint venture partner of $7.9 million; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links, the Wildhorse Saloon, and the General Jackson Showboat.

The condensed consolidated financial statements include the accounts of Ryman and its subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from this report pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2017. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim periods have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year because of seasonal and short-term variations.

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

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

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)No. 2014-09, “Revenue from Contracts with Customers,” the core principle of which is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Under this guidance, companies will need to use more judgment and make more estimates than under ~~today’s~~previous guidance. These judgments may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2018, and the Company plans to adopt this standard at that time using the modified retrospective approach. The Company has completed a revenue stream scoping process and has made significant progress toward completing its assessment of how the new ASU will impact the amount and timing of the various revenue streams recorded in its financial statements. While the Company is still finalizing the assessment in conjunction with Marriott, dueDue to the short-term,day-to-day nature of the Company’s hospitality and entertainment segment revenues, the pattern of revenue recognition did not change significantly upon adoption. The Company adopted this ASU in the first quarter of 2018 using the modified retrospective approach and has applied the standard to all contracts at the date of initial application. As such, prior period amounts have not been restated, and the Company recorded a transition adjustment to retained earnings of $0.1 million, which is ~~not expected to change significantly.~~reflected in the condensed consolidated balance sheet for June 30, 2018 included herein. See Note 2 of this Quarterly Report on Form10-Q for further disclosures.

In February 2016, the FASB issued ASUNo. 2016-02, “Leases,” that requires lessees to ~~put~~record most leases on their balance sheet, but recognize expenses on their income statements in a manner similar to previous accounting. The ASU also eliminates the required use of bright-line tests for determining lease classification. The ASU is effective for the Company in the first quarter of 2019, and ~~requires a~~the Company plans to adopt this standard at that time using the modified retrospective approach, with ~~restatement~~a cumulative-effect adjustment, if any, to retained earnings in the period of ~~prior periods.~~adoption. Prior period amounts will not be restated. The Company is creating an inventory of its leases, and the primary impact of the adoption ~~will~~is estimated to be the inclusion of the Company’s75-year ground lease at Gaylord Palms on its balance sheet. See Note 12 in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 for a further disclosure of the Company’s outstanding leases.

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

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

In March 2017, the FASB issued ASUNo. 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which ~~will change~~changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of benefits in the income statement. Under the new guidance, the service cost component of net periodic benefit cost ~~will be~~is presented in the same income statement line ~~item(s)~~items as other employee compensation costs. In addition, the other components of net periodic benefit cost ~~will be~~are presented separately from service cost and outside of operating income, which the Company has included in other gains and (losses), net in the accompanying condensed consolidated statements of operations and comprehensive income. The Company adopted this ASU ~~is effective for the Company~~ in the first quarter of 2018, and this adoption ~~will~~did not have a material impact on the Company’s financial statements. The prior period presentation has been updated to conform to the current year presentation.

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

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

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

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

The Company records deferred revenues when cash payments are received in advance of its performance obligations, primarily related to advanced deposits on hotel rooms in its Hospitality segment and advanced ticketing in its Entertainment segment. At June 30, 2018 and December 31, 2017, the Company had $54.5 million and $51.2 million, respectively, in deferred revenues, which are included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. Of the amount outstanding at December 31, 2017, approximately $41.4 million was recognized in revenue during the six months ended June 30, 2018.

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

The Company’s balance in accumulated other comprehensive loss is ~~composed~~comprised of amounts related to the Company’s minimum pension ~~liability. During~~liability and amounts related to an other-than-temporary impairment of aheld-to-maturity investment with respect to the ~~three months~~notes receivable discussed in Note 6 of this Quarterly Report on Form10-Q and ~~nine months~~Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form10-K for the year ended ~~September 30, 2017, the Company recorded $1.6 million~~December 31, 2017. Changes in ~~other comprehensive income, and during the three months and nine months ended September 30, 2016, the Company recorded $3.7 million in~~accumulated other comprehensive loss ~~which primarily represents~~by component for the ~~changes in~~six months ended June 30, 2018 and 2017 consisted of the ~~Company’s pension plan liability as described in Note 10.~~following (in thousands):

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

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

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

As further discussed in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016,~~2017, in connection with the development of Gaylord National, the Company is currently holding two issuances of governmental bonds and receives debt service and principle payments thereon, payable from property tax increments, hotel taxes and special hotel rental taxes generated from Gaylord National through the maturity ~~date.~~dates of July 1, 2034 and September 1, 2037, respectively. The Company ~~is recording the amortization of discount on these notes receivable as~~records interest income over the life of the ~~notes.~~notes using the effective interest method.

During the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded interest income of ~~$2.9~~$2.7 million and ~~$3.0~~$2.9 million, respectively, on these bonds. During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, the Company recorded interest income of ~~$8.7~~$5.3 million and ~~$9.0~~$5.9 million, respectively, on these bonds. The Company received payments of ~~$11.1~~$3.1 million and $3.2 million during ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively, relating to these notes receivable. ~~See additional discussion regarding~~

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

The majority of amounts due within one year consist of the ~~fair value~~amortization payments for the $500 million term loan B of ~~these notes receivable~~1.0% of the original principal balance, as described in ~~Note 14.~~the Company’s Annual Report on Form10-K for the year ended December 31, 2017.

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

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

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

For descriptions of the Company’s other outstanding debt obligations, see “Principal Debt Agreements” within “Liquidity and Capital Resources” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form10-Q.

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

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

During the six months ended June 30, 2018, the Company granted 0.1 million restricted stock units with a weighted-average grant date fair value of a$71.34 per award. There were 0.4 million restricted stock units outstanding at June 30, 2018 and December 31, 2017.

The compensation expense that has been charged against~~1,500-room~~pre-tax ~~resort hotel with over 485,000 square feet~~income for all of ~~exhibition, meeting,pre-function~~the Company’s stock-based compensation plans was $2.0 million and ~~outdoor space.~~ $1.6 million for the three months ended June 30, 2018 and 2017, respectively, and $3.9 million and $3.2 million for the six months ended June 30, 2018 and 2017, respectively.

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

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

The ~~hotel is expected~~Company has elected to be ~~completed in late~~taxed as a REIT effective January 1, 2013, pursuant to the U.S. Internal Revenue Code of 1986, as amended. As a REIT, generally the Company will not be subject to federal corporate income taxes on ordinary taxable income and capital gains income from real estate investments that it distributes to its stockholders. The Company will continue to be required to pay federal and state corporate income taxes on earnings of its taxable REIT subsidiaries (“TRSs”).

The Company recorded an income tax provision of $5.7 million and $0.9 million for the three months ended June 30, 2018 and 2017, respectively, and $7.9 million and $1.5 million for the six months ended June 30, 2018 and 2017, respectively, related to the current period operations of the Company. These results differ from the statutory rate primarily due to the REIT dividends paid deduction in both periods and the change in valuation allowance required at the TRSs for the three months and six months ended June 30, 2017.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and included a reduction to the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The Company has ~~a total estimated project cost~~not fully completed its accounting for the income tax effects of ~~approximately $800 million.~~the TCJA. As discussed in SEC Staff Accounting Bulletin No. 118, the accounting for the TCJA should be completed within one year from enactment. During the six months ended June 30, 2018, the Company has made no adjustments to the provisional amounts recorded at December 31, 2017. Any adjustments to the provisional amounts recorded at December 31, 2017 will be reflected upon the completion of the Company’s accounting for the TCJA.

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

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

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

late 2018. In connection with the ~~agreements,~~joint venture, the Company agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guarantee of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon the hotel’s satisfaction of designated debt service coverage requirements following completion and opening of the hotel. The Company has also provided a completion guarantee under the construction loan capped at its pro rata share of all costs necessary to complete the project within the time specified in the joint venture’s loan documents. Further, the Company has agreed to a guarantee capped at its pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guarantees related to the construction loan, the Company agreed to provide a guarantee of the mezzanine debt related to the hotel including a payment guarantee capped at $8.75 million for which the Company is only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those

proceeds to the construction loan balance and release the construction loan guarantees and liens. The guarantee related to the mezzanine debt also includes an uncapped completion guarantee and an uncapped guarantee of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guarantees related to the construction loan. As of ~~September~~June 30, ~~2017,~~2018, the Company had not recorded any liability in the consolidated balance sheet associated with these guarantees.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the nine months ended September 30, 2016, the Company repurchased 0.5 million shares of its common stock for an aggregate purchase price of $24.8 million, which the Company funded using cash on hand and borrowings under its previous revolving credit facility. The repurchased stock, which represents the entirety of shares that were repurchased under the authorization, was cancelled by the Company. The share repurchase program authorization expired as of December 31, 2016, terminating the program.2018.

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

At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included investments held in conjunction with the Company’snon-qualified contributory deferred compensation plan. These investments consist of mutual funds traded in an active market. The Company determined the fair value of these mutual funds based on the net asset value per unit of the funds or the portfolio, which is based upon quoted market prices in an active market. Therefore, the Company has categorized these investments as Level 1.

The Company has consistently applied the above valuation techniques in all periods presented and believes it has obtained the most accurate information available for each type of instrument.

The Company had no liabilities required to be measured at fair value at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016.~~2017. The Company’s assets measured at fair value on a recurring basis at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, were as follows (in thousands):


			Markets for		Observable		Unobservable
	June 30,		Identical Assets		Inputs		Inputs
	2018		(Level 1)		(Level 2)		(Level 3)
Deferred compensation plan investments	$	25,420	$	25,420	$	—	$	—

Total assets measured at fair value	$	25,420	$	25,420	$	—	$	—


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

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

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

~~As further discussed in Note 5 and in the Company’s Annual Report on Form10-K~~ for the year ended December 31, 2016, in connection with the development of Gaylord National, the Company received two bonds (“Series A Bond” and “Series B Bond”) from Prince George’s County, Maryland which had aggregate carrying values of $78.7 million and $71.8 million, respectively, at September 30, 2017. The maturity dates of the Series A Bond and the Series B Bond are July 1, 2034 and September 1, 2037, respectively. Based upon current market interest rates of notes receivable with comparable market ratings and current expectations about the timing of debt service payments under the notes, which the Company considers as Level 3, the fair value of the Series A Bond, which has the senior claim to the cash flows supporting these bonds, approximated carrying value at September 30, 2017 and the fair value of the Series B Bond was approximately $54 million at September 30, 2017. While the fair value of the Series B Bond decreased to less than its carrying value during 2011 due to a change in the timing of the debt service payments, the Company has the intent and ability to hold this bond to maturity and expects to receive all debt service payments due under the note. Therefore, the Company does not consider the Series B Bond to be other than temporarily impaired at September 30, 2017.value.

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

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

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

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

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

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

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and related notes for the year ended December 31, ~~2016,~~2017, included in our Annual Report on Form10-K that was filed with the SEC on February ~~28, 2017.~~27, 2018.

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

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

commencing with the year ended December 31, 2013, our ability to remain qualified as a REIT, our ability to execute our strategic goals as a REIT, our ability to generate cash flows to support dividends, future board determinations regarding the timing and amount of dividends and changes to the dividend policy, our ability to borrow funds pursuant to our credit agreements and to refinance indebtedness, and those factors described in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 or described from time to time in our other reports filed with the SEC.

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

We operate as a REIT for federal income tax purposes, specializing in group-oriented, destination hotel assets in urban and resort markets. Our owned assets include a network of four upscale, meetings-focused resorts totaling ~~7,811~~8,114 rooms that are managed by Marriott under the Gaylord Hotels brand. These four resorts, which we refer to as our Gaylord Hotels properties, consist of the Gaylord Opryland Resort & Convention Center in Nashville, Tennessee (“Gaylord Opryland”), the Gaylord Palms Resort & Convention Center near Orlando, Florida (“Gaylord Palms”), the Gaylord Texan Resort & Convention Center near Dallas, Texas (“Gaylord Texan”) and the Gaylord National Resort & Convention Center near Washington D.C. (“Gaylord National”). Our other owned hotel assets managed by Marriott include ~~Gaylord Springs Golf Links (“Gaylord Springs”), the Wildhorse Saloon, the General Jackson Showboat (“General Jackson”),~~ the Inn at Opryland, a303-room overflow hotel adjacent to Gaylord Opryland, and the AC Hotel at National Harbor, Washington D.C. (“AC Hotel”), a192-room overflow hotel adjacent to Gaylord National. We also own a 35% interest in a joint venture that is developing and owns the Gaylord Rockies Resort & Convention Center near Denver, Colorado (“Gaylord Rockies”), which is scheduled to open in late 2018 and will be managed by Marriott.

We also own and operate media and entertainment assets including the Grand Ole Opry, the legendary weekly showcase of country music’s finest performers for over 90 years; the Ryman Auditorium, the storied live music venue and former home of the Grand Ole Opry located in downtown Nashville; ~~and~~WSM-AM, the Opry’s radio ~~home.~~home; Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces, with a flagship location in Nashville that opened in May 2018; Opry City Stage, a four-level entertainment complex in Times Square that opened in December 2017 under a joint venture agreement and of which we acquired the remaining 50% joint venture interest in the second quarter of 2018; and three Nashville-based assets managed by Marriott – Gaylord Springs Golf Links, the Wildhorse Saloon, and the General Jackson Showboat.

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

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

See “Cautionary Note Regarding Forward-Looking Statements” in this Item 2 and Item 1A, “Risk Factors,” in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 for important information regarding forward-looking statements made in this report and risks and uncertainties we face.

As further discussed in Note 6 to the condensed consolidated financial statements included herein, in March 2016, certain subsidiaries of the Company entered into a series of agreements with affiliates of RIDA Development Corporation (“RIDA”) and Ares Management, L.P. (“Ares”) with respect to an equity investment in the Gaylord Rockies Resort & Convention Center in Aurora, Colorado (“Gaylord Rockies”), which is being developed by RIDA and Ares. The hotel will be managed by an affiliate of Marriott pursuant to a long-term management contract and is expected to consist of a~~1,500-room~~ ~~resort hotel with over 485,000 square feet of exhibition, meeting,pre-function~~ ~~and outdoor space. The hotel is expected to be completed in late 2018 and has a total estimated project cost of approximately $800 million.~~

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

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

In connection with the agreements, we agreed to provide certain guarantees of the hotel’s construction loan and mezzanine debt. See Note 6 to the condensed consolidated financial statements included herein for additional discussion of these guarantees.

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

Pursuant to our current dividend policy, we plan to continue to pay a quarterly cash dividend to shareholders in an amount equal to an annualized payment of at least 50% of adjusted funds from operations (as defined by us) less maintenance capital expenditures or 100% of REIT taxable income, whichever is greater. On February ~~28, 2017,~~27, 2018, our board of directors declared our first quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common

stock, or an aggregate of approximately ~~$40.9~~$43.6 million in cash, which was paid on April ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on March ~~31, 2017.~~30, 2018. On June ~~9, 2017,~~18, 2018, our board of directors declared our second quarter ~~2017~~2018 cash dividend in the amount of ~~$0.80~~$0.85 per share of common stock, or an aggregate of approximately ~~$41.0~~$43.6 million in cash, which was paid on July ~~14, 2017~~16, 2018 to stockholders of record as of the close of business on June 19, 2017. On September 18, 2017, our board of directors declared our third quarter 2017 cash dividend in the amount of $0.80 per share of common stock, or an aggregate of approximately $41.0 million in cash, which was paid on October 13, 2017 to stockholders of record as of the close of business on September 29, ~~2017. We~~2018.We currently plan to pay a quarterly cash dividend of ~~$0.80~~$0.85 per share of common stock in October 2018 and January ~~2018.~~2019. The declaration, timing and amount of dividends will be determined by action of our board of directors. Our dividend policy may be altered at any time by our board of directors.

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

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

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

Expansion of Hotel Asset Portfolio. While our short-term capital allocation strategy has focused on returning capital to stockholders, part of our long-term growth strategy includes acquisitions of other hotels, particularly in the group meetings sector of the hospitality industry, either alone or through joint ventures or alliances with one or more third parties. We intend to pursue attractive investment opportunities which meet our acquisition parameters, specifically, group-oriented large hotels and overflow hotels with existing or potential leisure appeal. We are interested in highly accessible upper-upscale assets with over 400 hotel rooms in urban and resort group destination markets. We also consider assets that possess or are located near convention centers that present a repositioning opportunity and/or would significantly benefit from capital investment in additional rooms or meeting space. We plan to expand the geographic diversity of our existing asset portfolio through acquisitions. As a REIT, we do not view independent, large-scale development of resort and convention hotels as a part of our long-term growth strategy.

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

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

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

Corporate and Other, consisting of our corporate expenses.

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

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

hotel occupancy – a volume indicator;

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

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

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

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

Hospitality segment revenue from our occupied hotel rooms is recognized over time as ~~earned on~~ the ~~close of business each day~~daily hotel stay is provided to hotel groups and guests. Revenues from concessions, ~~and~~ food and beverage sales, and group meeting services are recognized over the period or at the point in time those goods or services are delivered to the group or hotel guest. Revenues from ancillary services at our hotels, such as spa, parking, and transportation services, are generally recognized at the time ~~of sale.~~the goods or services are provided. Cancellation fees, as well as attrition fees that

are charged to groups when they do not fulfill the minimum number of room nights or minimum food and beverage spending requirements originally contracted for, are recognized as revenue in the period ~~they~~we determine it is probable that a significant reversal in the amount of revenue recognized will not occur, which is the period these fees are collected. Almost all of our Hospitality segment revenues are either cash-based or, for meeting and convention groups ~~meeting~~who meet our credit criteria, billed and collected on a short-term receivables basis. The hospitality industry is capital intensive, and we rely on the ability of our hotels to generate operating cash flow to repay debt financing and fund maintenance capital expenditures.

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

The following table contains our unaudited selected summary financial data for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016.~~2017. The table also shows the percentage relationships to total revenues and, in the case of segment operating income, its relationship to segment revenues (in thousands, except percentages).

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

The ~~decrease~~increase in our total revenues for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is attributable to ~~a $11.4 million decrease~~increases in our Hospitality segment ~~revenues, partially offset by an increase in our~~and Entertainment segment ~~revenues~~ of ~~$4.4~~$28.4 million and $6.8 million, respectively, each as discussed more fully below. The increase in our total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is attributable to ~~an increase in our Entertainment segment revenues of $10.5 million, partially offset by a decrease~~increases in our Hospitality segment ~~revenues~~and Entertainment segment of ~~$0.4~~$39.3 million and $8.1 million, respectively, each as discussed more fully below.

The increase in our total operating expenses for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily the result of ~~an increase~~increases in our Hospitality segment and Entertainment segment expenses of ~~$3.5~~$11.5 million and $8.1 million, respectively, as well as an increase ~~of $1.8 million~~ in depreciation and amortization ~~expense, partially offset by a decrease in our Hospitality segment~~ expenses of ~~$3.8~~$2.3 million, each as discussed more fully below. The increase in our total operating expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily the result of ~~an increase~~increases in our ~~Entertainment segment, Corporate~~Hospitality segment and ~~Hospitality~~Entertainment segment expenses of ~~$6.9 million, $2.0~~$18.4 million and ~~$1.8~~$10.6 million, respectively, as well as ~~an increase~~increases in depreciation and amortization expenses and preopening expenses of ~~$2.0~~$3.3 million and ~~$1.6~~$3.0 million, respectively, each as discussed more fully below.

The ~~decrease~~increase in our net income to ~~$23.9~~$55.5 million for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$33.6~~$47.3 million for the same period in ~~2016,~~2017, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

A ~~$1.3~~$4.8 million ~~decrease~~increase in the provision for income taxes in the ~~2017~~2018 period.

A ~~$0.7~~$2.5 million increase in interest expense for the 2017 period, due primarily to increased interest expense associated with our new term loan A and increased borrowings under our refinanced term loan B. These increases were partially offset by increased capitalized interest2018 period.

Income from joint ventures of $1.3 million in the ~~current~~2018 period, compared to a loss from joint ventures of $0.9 million in the 2017 period.

The ~~decrease~~increase in our net income to ~~$103.8~~$82.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to ~~$111.3~~$79.9 million for the same period in ~~2016,~~2017, was due to the changes in our revenues and operating expenses reflected above and the following factors, each as described more fully below:

A ~~$1.6~~$6.4 million increase in the provision for income taxes in the 2018 period.

A $3.3 million increase in interest expense ~~due primarily to~~for the ~~2017 period including thewrite-off~~ ~~of $0.9 million in deferred financing costs associated with the refinancing of our credit facility.~~

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

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

~~Decreased~~

Increased occupancy (an increase of 8.6 and 6.3 points of occupancy, respectively), ADR (an increase of 7.5% and 7.4%, respectively) andoutside-the-room spending (an increase of 16.8% and 12.6%, respectively) at Gaylord Opryland during the 2018 periods, as compared to the 2017 periods, each primarily due to increases in group business partially attributable to a prior year rooms renovation project. The increase in ADR was also influenced by an increase in transient rates.

Increased ADR (an increase of 2.1% and 2.7%, respectively) andoutside-the-room spending (an increase of 10.0% and 7.3%, respectively) at Gaylord Texan during the 2018 periods, as compared to the 2017 periods, each primarily due to increases in group business partially attributable to the recent rooms and meeting space expansion.

Increased ADR (an increase of 3.6% and 2.7%, respectively) at Gaylord Palms during the ~~2017~~2018 periods, as compared to the ~~2016~~2017 periods, ~~(a decrease of 18.7% and 7.4%, respectively),~~due primarily ~~due to the impacts of Hurricane Irma during September 2017. The nine-month 2017 decrease was partially offset by an increase in ADR during the 2017 period (an increase of 5.6%), due~~ to an increase in ~~both group and~~ transient ~~rates.~~

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

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

~~Increased occupancy andoutside-the-room~~ ~~spending at Gaylord National during the nine-month 2017 period, as compared to the nine-month 2016 period. The increase in occupancy (an increase of 5.3 points of occupancy) is primarily the result of~~ an ~~increase in groups. The~~ increase inoutside-the-room spending (an increase of ~~3.1%) is~~4.4% and 6.3%, respectively), due primarily ~~attributable~~ to an increase in ~~banquets, including inauguration-related banquets.~~catering.

Increased ADR (an increase of 5.9% and 1.6%, respectively) andoutside-the-room spending (an increase of 11.7% and 4.7%, respectively) at Gaylord National during the 2018 periods, as compared to the 2017 periods, each primarily due to increases in group business.

Increased revenue for our Entertainment segment during the ~~2017~~2018 periods, as compared to the ~~2016~~2017 periods (an increase of ~~14.4%~~19.1% and ~~12.9%~~14.2%, respectively), due primarily to ~~increased shows, attendance and ancillary business, such as tours and retail, at~~ the ~~Grand~~opening of our flagship Ole ~~Opry and Ryman Auditorium, and increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.~~Red location in Nashville in May 2018.

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

~~Decreased net definite group room nights booked~~Net Definite Group Room Nights Booked during the ~~2017~~2018 periods, as compared to the ~~2016~~2017 periods ~~(a decrease~~(an increase of ~~3.9%~~62.0% and ~~5.7%~~21.3%, respectively). The three-month 2017 decrease was primarily the result of the current period impact of Hurricane Irma on Gaylord Palms. The nine-month decrease was primarily the current period result of Hurricane Irma, as well as the future cancellation of an individual group that had booked 17 different meetings through 2025.

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

The ~~decrease~~increase in total Hospitality segment revenue in the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to ~~decreases~~increases of ~~$5.0~~$14.7 million, ~~$2.6~~$5.8 million, ~~$2.3~~$5.7 million and $2.1 million at Gaylord ~~Palms, Gaylord~~ Opryland, Gaylord Texan, Gaylord National and Gaylord ~~National,~~Palms, respectively. The ~~decrease~~increase in total Hospitality segment revenue in the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same period in ~~2016,~~2017, is primarily due to ~~decreases~~increases of ~~$4.0~~$22.4 million, ~~$2.8~~$7.5 million, $5.8 million and ~~$2.6~~$4.0 million at Gaylord ~~Palms,~~Opryland, Gaylord Texan, Gaylord Palms and Gaylord ~~Opryland, respectively, partially offset by increases of $6.7 million and $1.6 million at Gaylord~~ National, ~~and the AC Hotel,~~ respectively. See below for further discussion.

Total Hospitality segment revenues in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 include ~~$2.4~~$3.9 million and ~~$6.6~~$5.1 million, respectively, in attrition and cancellation fee collections, ~~a decrease~~an increase of ~~$1.2~~$2.4 million and ~~$2.1~~$0.8 million, respectively, from the ~~2016~~2017 periods.

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

~~Rooms operating expenses decreased slightly in the three months ended September 30, 2017, as compared to the same period in 2016.~~ Rooms operating expenses increased in the ~~nine~~three months and six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, due primarily to ~~an increase~~increases at Gaylord Opryland and Gaylord National, as described below.

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

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

Administrative employment costs include salaries and benefits for hotel administrative functions, including, among others, senior management, accounting, human resources, sales, conference services, engineering and security. Administrative employment costs increased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in 2016, primarily due to slight increases at Gaylord Opryland and Gaylord National. Utility costs remained stable during the three months and nine months ended September 30, 2017, as compared to the same periods in 2016. Property taxes were stable during the three months ended September 30, 2017, as compared to the same period in 2016, and increased during the nine months ended September 30, 2017, as compared to the same period in 2016,2017. The three-month 2018 increase is primarily due to increases at Gaylord Texan and Gaylord Opryland, and thesix-month 2018 increase is primarily due to increases at Gaylord Texan and Gaylord National. Utility costs decreased slightly during the three months and six months ended June 30, 2018, as compared to the same periods in 2017. Property taxes increased during the three months ended June 30, 2018, as compared to the 2017 period, primarily due to an increase at Gaylord Opryland due to the prior year period including an accrual reduction for a decreased tax rate and an increase at Gaylord Texan related to the property’s recent expansion. Property taxes decreased slightly during the six months ended June 30, 2018, as compared to the same period in 2017, as the increase at Gaylord Texan was offset by a decrease at Gaylord National due to ~~increased property valuations.~~prior period tax settlements. Other expenses, which include supplies, advertising, maintenance costs and consulting costs, ~~decreased~~increased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of various ~~decreases~~increases at Gaylord ~~Palms,~~Opryland, Gaylord ~~Texan~~National and Gaylord ~~National,~~Palms, partially offset by various ~~increases~~decreases at Gaylord ~~Opryland.~~Texan.

Each of our management agreements with Marriott requires us to pay Marriott a base management fee of approximately 2% of gross revenues from the applicable property for each fiscal year or portion thereof. Additionally, an incentive management fee is based on the profitability of our Gaylord Hotels properties calculated on a pooled basis. In the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$4.7~~$5.9 million and ~~$4.8~~$5.4 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$15.1~~

$11.2 million and ~~$15.0~~$10.5 million, respectively, related to base management fees for our Hospitality segment. In the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we also incurred ~~$0.8~~$3.5 million and ~~$0.3~~$1.6 million, respectively, and in the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we incurred ~~$3.6~~$6.0 million and ~~$2.5~~$2.8 million, respectively, related to incentive management fees for our Hospitality segment. Management fees are presented throughout this Quarterly Report on Form10-Q net of the amortization of the $190.0 million in deferred management rights proceeds discussed in Note 8 to the accompanying condensed consolidated financial statements included herein.

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

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

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

Rooms revenue and RevPAR increased at Gaylord Opryland during the three months and six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, as the result of ~~an increase~~increases in occupancy and ADR, ~~for transient. Rooms revenue and RevPAR were stable~~due to increases in ~~the nine-month 2017 period, as an increase in ADR for~~ both group and transient ~~rates offset a decrease in occupancy for both group~~room nights and ~~transient.~~rates. Rooms revenue and RevPAR were negatively impacted during the 2017 periods by a rooms renovation project, which resulted in approximately ~~12,250~~18,800 and ~~49,300~~37,050 room nights out of service, respectively. The rooms renovation project was completed in September 2017. ~~In addition, the three- and nine-month 2016 periods were also negatively impacted by a separate rooms renovation project that resulted in approximately 19,700 and 28,300 room nights out of service~~Rooms expenses increased during the ~~three-month and nine-month periods, respectively. Rooms expenses remained stable during the 2017~~2018 periods, as compared to the ~~same~~2017 periods, primarily due to increased variable costs associated with the increase in ~~2016.~~occupancy.

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

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

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

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

Rooms revenue and RevPAR increased at Gaylord Palms during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, due to an increase in both occupancy and ADR for ~~both 2017 periods for both group and~~ transient ~~rates, and an increase in transient occupancy for both 2017 periods.~~business. Rooms expenses increased during the three-month 2018 period and decreased during the ~~three-month 2017 period and increased during the nine-month 2017~~six-month 2018 period, as compared to the ~~same periods in 2016. The three-month 2017 decrease was primarily due to decreased commission costs, and the nine-month 2017 increase was primarily due to increased commission costs.~~

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

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

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

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

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

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

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

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

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

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

~~Food~~occupancy was offset by decreased commission costs and ~~beverage revenue decreased at Gaylord National~~improved labor margins during the ~~three months ended September 30, 2017, as compared to the same period in 2016, primarily as a result of a decrease in banquets.~~ six-month 2018 period.

Food and beverage revenue increased at Gaylord ~~National~~Palms during the ~~nine~~three months and six months ended ~~September~~June 30, 2017, as compared to the same period in 2016, primarily as a result of an increase in banquets, including inauguration-related banquets. Food and beverage expenses decreased in the three-month 2017 period, and increased in the nine-month 2017 period,2018, as compared to the same periods in ~~2016,~~2017, due primarily ~~due~~to increased catering revenue. Food and beverage expenses increased slightly in the 2018 periods, as compared to the ~~change~~2017 periods, as the increase in variable costs associated with the ~~change~~increase in ~~revenue.~~revenue was partially offset by improved labor margins and decreased food costs.

Other hotel revenue ~~decreased~~at Gaylord Palms increased during the three months and six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, primarily due to ~~a decrease~~an increase in attrition and cancellation fee collections, ~~partially offset by~~as well as an increase in ancillary revenue, such as parking and resort fees associated with the increase in occupancy. Thesix-month 2018 period increase was also impacted by increased holiday programming revenue that continued into January 2018. Other hotel ~~revenue~~expenses increased slightly in the three-month 2018 period, as compared to the 2017 period, and increased during the ~~nine~~six-month 2018 period, as compared to the 2017 period, primarily as a result of expenses associated with the holiday programming that continued into January 2018.

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

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

Rooms revenue and RevPAR increased at Gaylord Texan during the three months and six months ended June 30, 2018, as compared to the same periods in 2017, due primarily to an increase in ADR for both groups and transient business. The 2018 periods were also positively impacted by additional room availability from the recently completed rooms expansion. Rooms expenses increased during the 2018 periods, as compared to the 2017 periods, primarily due an increase in group commissions.

Food and beverage revenue increased at Gaylord Texan during the three months and six months ended June 30, 2018, as compared to the same periods in 2017, due to an increase in ~~ancillary~~catering revenue. Food and beverage expenses increased in the 2018 periods, as compared to the 2017 periods, primarily due to the increase in variable costs associated with the increase in revenue, partially offset by decreased food costs.

Other hotel revenue at Gaylord Texan increased during the three months and six months ended June 30, 2018, as compared to the same periods in 2017, primarily as a ~~decrease~~result of an increase in attrition and cancellation fee collections. Other hotel expenses ~~remained stable~~increased in the 2018 periods, as compared to the 2017 periods, due primarily to increased property tax and marketing expenses associated with the recent rooms and meeting space expansion.

Depreciation and amortization increased at Gaylord Texan during the three months and six months ended June 30, 2018, as compared to the 2017 periods, primarily as a result of the recent rooms and meeting space expansion that resulted in increased depreciable asset levels.

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

Rooms revenue and RevPAR increased at Gaylord National during the three months and six months ended June 30, 2018, as compared to the same periods in ~~2016.~~

Food and beverage revenue increased at Gaylord National during the three months and six months ended June 30, 2018, as compared to the same periods in 2017, primarily as a result of an increase in banquets. Food and beverage expenses increased in the 2018 periods, as compared to the 2017 periods, as a result of increased variable costs associated with the increase in revenue.

Other hotel revenue increased during the three months and six months ended June 30, 2018, as compared to the same periods in 2017, primarily due to an increase in attrition and cancellation fee collections. Other hotel expenses increased in the 2018 periods, as compared to the 2017 periods, due to an increase in sales and marketing expenses, partially offset by a decrease in property taxes due to prior period tax settlements.

Depreciation and amortization at Gaylord National increased during the three months and six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, primarily due to the completion of a new riverfront ballroom in 2017, and the resulting increase in depreciable asset levels. Depreciation and amortization decreased during the nine months ended September 30, 2017, as compared to the same period in 2016, primarily due to the increased depreciation as a result of the riverfront ballroom being offset by a portion of the initial furniture, fixtures and equipment placed in service at the property’s opening in 2008 becoming fully depreciated during 2016.

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

Entertainment segment revenue increased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily due to ~~increases at~~ the ~~Grand~~opening of our flagship Ole ~~Opry and Ryman Auditorium, due to increased shows and attendance and increased ancillary business such as tours and retail. Included~~Red location in ~~the nine-month 2017 increase are increased revenues at the Wildhorse Saloon, due primarily to increased business attributable to the achieved benefits of a 2016 renovation.~~Nashville in May 2018.

Entertainment operating expenses increased during the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily as a result of increased compensation and consulting costs, as well as increased variable costs associated with the increase in revenue.

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

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

Corporate and Other operating expenses, which consist primarily of costs associated with senior management salaries and benefits, legal, human resources, accounting, pension, information technology and other administrative costs, increased in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016,~~2017, primarily due to increased administrative and employment costs associated with supporting our growth initiatives within our Hospitality and Entertainment segments.

Corporate and Other depreciation and amortization expense decreased in the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared with the same periods in ~~2016.~~2017.

Preopening costs of $1.5 million and $3.7 million during the three months and ~~nine~~six months ended ~~September~~June 30, 2018 primarily include costs associated with an expansion of the guest rooms and convention space at Gaylord Texan, which opened in the second quarter of 2018, and costs associated with Ole Red Nashville, which opened in May 2018. Preopening costs of $0.5 million and $0.7 million during the three months and six months ended June 30, 2017, respectively, include costs associated with a riverfront ballroom at Gaylord National, which opened in the second quarter of 2017, and costs associated with our various Entertainment segment projects.

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


	Three Months Ended									Six Months Ended
	June 30,									June 30,
	2018			2017			% Change			2018			2017			% Change
Interest expense	$	(19,625	)	$	(17,155	)		-14.4	%	$	(36,354	)	$	(33,019	)		-10.1	%
Interest income		2,766			2,969			-6.8	%		5,519			5,917			-6.7	%
Income (loss) from joint ventures		1,346			(943	)		242.7	%		(1,242	)		(1,717	)		27.7	%
Other gains and (losses), net		36			(1,324	)		102.7	%		204			(1,396	)		114.6	%
Provision for income taxes		(5,676	)		(899	)		-531.4	%		(7,885	)		(1,492	)		-428.5	%

Interest expense increased ~~$0.7~~$2.5 million during the three months and increased $3.3 million in the six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016,~~2017, due primarily to increased interest ~~expense associated~~incurred in connection with our ~~new~~ term loan A and increased borrowings under our ~~refinanced~~ term loan B.B, which were both refinanced in May 2017, and an increase of $1.0 million in interest expense related to thewrite-off of deferred financing costs associated with our refinancing in each of the 2018 and 2017 periods. These increases were partially offset by increased capitalized interest in the current ~~period.~~

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

Cash interest expense increased ~~$1.6~~$2.8 million to ~~$16.9~~$19.2 million in the three months and increased ~~$3.8~~$4.8 million to ~~$49.1~~$37.1 million in the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017.Non-cash interest expense, which includes amortization of deferred financing costs ~~and debt discounts~~ and thewrite-off of deferred financing costs, offset by capitalized interest, decreased ~~$1.0~~$0.3 million to ~~$(0.2)~~$0.4 million in the three months and decreased ~~$2.2~~$1.5 million to ~~$0.5~~$(0.7) million in the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the same periods in ~~2016.~~2017.

Our weighted average interest rate on our borrowings, excluding thewrite-off of ~~$0.9 million in~~ deferred financing costs ~~during the nine-month 2017 period,~~and capitalized interest, was ~~4.5%~~4.8% and ~~4.2%~~4.4% for the three months ended June 30, 2018 and 2017, respectively, and 4.7% and 4.4% ~~and 4.3%~~ for the ~~nine~~six months ended ~~September~~June 30, 2018 and 2017, ~~and 2016,~~ respectively.

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

The ~~loss~~income (loss) from joint ventures for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 primarily represents preopening expenses ~~related~~incurred by our Gaylord Rockies joint venture, which is anticipated to ~~joint ventures that we entered into related to~~open in late 2018, as well aspre-opening expenses in the 2017 period, and losses incurred in the 2018 period, by our Opry City Stage joint venture in Times Square in New York City, ~~and~~which opened in December 2017. We acquired the ~~investment~~remaining 50% joint venture interest in ~~Gaylord Rockies.~~ Opry City Stage ~~is anticipated~~in the second quarter of 2018. In addition, the 2018 periods included a gain of $2.8 million recognized from there-measurement of thepre-existing Opry City Stage equity method investment prior to ~~open~~consolidation. We expect the results of operations of Opry City Stage will negatively impact the Entertainment segment in ~~fourth quarter 2017, and Gaylord Rockies is anticipated~~the near term as we continue to ~~open in late 2018.~~make investments to appropriately position this offering.

Other gains and (losses), net for the three months and ~~nine~~six months ended ~~September~~June 30, 2018 represents various miscellaneous items. Other gains and (losses), net for the three months and six months ended June 30, 2017 ~~and 2016~~ primarily includes gains of $2.6 million and $2.5 million from a fund associated with the Gaylord National bonds to reimburse us for certain marketing and maintenance expenses. The nine-month 2017 period also includesrepresents a loss on certain assets that were disposed of in our Entertainment and Corporate segments.

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

For the three months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we recorded an income tax provision of ~~$0.5~~$5.7 million and ~~$1.8~~$0.9 million, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, we recorded an income tax provision of ~~$2.0~~$7.9 million and ~~$2.4~~$1.5 million, respectively. These results differ from the statutory rate primarily due to the REIT dividends paid deduction in both periods and the change in valuation allowance required at the ~~TRSs.~~

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted and included a reduction to the U.S. federal corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. We have not fully completed our accounting for the income tax effects of the TCJA. As discussed in SEC Staff Accounting Bulletin No. 118, the accounting for the TCJA should be completed within one year from enactment. During the six months ended June 30, 2018, we have made no adjustments to the provisional amounts recorded at December 31, 2017. Any adjustments to the provisional amounts recorded at December 31, 2017 will be reflected upon the completion of our accounting for the TCJA.

Cash Flows From Operating Activities. Cash flow from operating activities is the principal source of cash used to fund our operating expenses, interest payments on debt, maintenance capital expenditures, and dividends to stockholders. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, our net cash flows provided by operating activities were ~~$215.8~~$131.7 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and othernon-cash charges of approximately $197.0 million and favorable changes in working capital of approximately $18.8 million. The favorable changes in working capital primarily resulted from an increase in accounts payable and accrued liabilities primarily attributable to an increase in deferred revenues associated with our Christmas-related programs and an increase in accrued interest on our outstanding debt.

During the nine months ended September 30, 2016, our net cash flows provided by operating activities were $199.1 million, primarily reflecting cash provided by our income before depreciation expense, amortization expense and other~~non-cash~~ ~~charges of approximately $201.7~~$157.3 million, partially offset by unfavorable changes in working capital of approximately ~~$2.6~~$25.6 million. During the six months ended June 30, 2017, our net cash flows provided by operating activities were $113.9 million, primarily reflecting cash provided by our income before

depreciation expense, amortization expense and othernon-cash charges of approximately $141.8 million, partially offset by unfavorable changes in working capital of approximately $27.9 million. The unfavorable changes in working capital in both periods primarily resulted from an increase in trade receivables due to a seasonal change in the timing of payments received from corporate group customers at our Gaylord Hotels properties, as well as a decrease in accounts payable and accrued liabilities primarily attributable to the payment of liabilities associated with our Christmas-related and incentive compensation programs.

Cash Flows From Investing Activities. During the ~~nine~~six months ended ~~September~~June 30, 2018, our primary uses of funds for investing activities were purchases of property and equipment, which totaled $95.4 million, and consisted primarily of construction of the new waterpark at Gaylord Opryland, the expansion of the guest rooms and convention space at Gaylord Texan, construction of Ole Red Nashville, and ongoing maintenance capital expenditures for our existing properties.

During the six months ended June 30, 2017, our primary uses of funds for investing activities were purchases of property and equipment, which totaled ~~$127.1~~$79.5 million, and our investment of $16.3 million in the Gaylord Rockies joint venture. Purchases of property and equipment consisted primarily of the expansion of the guest rooms and convention space at Gaylord Texan, the renovation of a portion of the guest rooms at Gaylord Opryland, ~~the commencement of construction of the new waterpark at Gaylord Opryland,~~ a freestanding event ballroom and an expanded event space at Gaylord National, ~~and ongoing maintenance capital expenditures for our existing properties.~~

~~During~~ the ~~nine months ended September 30, 2016, our primary uses~~commencement of ~~funds for investing activities were purchases~~construction of property and equipment, which totaled $84.6 million, our investment of $50.4 million in the Gaylord Rockies joint venture, and an increase in restricted cash and cash equivalents associated with the furniture, fixtures, and equipment (“FF&E”) reserve that we are obligated to maintain for future planned and emergency-related capital expenditures at the properties that Marriott manages for us. These uses of cash were partially offset by the receipt of $6.8 million in proceeds related to the sale of our rights in a letter of intent which entitled us to a portion of an economic interest in the income from the land underlying the new ~~MGM casino project in National Harbor, Maryland. Purchases of property and equipment consisted primarily of the renovation of a portion of the guest rooms~~waterpark at Gaylord Opryland, ~~the freestanding event ballroom and expanded event space at Gaylord National, the expansion of the guest rooms and convention space at Gaylord Texan, a renovation of the Wildhorse Saloon,~~ and ongoing maintenance capital expenditures for our existing properties.

Cash Flows From Financing Activities. Our cash flows from financing activities primarily reflect the incurrence of debt, the repayment of long-term debt and the payment of cash dividends. During the ~~nine~~six months ended ~~September~~June 30, 2018, our net cash flows used in financing activities were approximately $10.3 million, primarily reflecting the payment of $85.1 million in cash dividends, partially offset by $79.3 million in net borrowings under our credit facility.

During the six months ended June 30, 2017, our net cash flows used in financing activities were approximately ~~$65.2~~$28.9 million, primarily reflecting the repayment of ~~$235.9~~$241.9 million under our refinanced revolving credit facility, the payment of ~~$120.7~~$79.8 million in cash dividends and the payment of ~~$12.3~~$12.2 million in deferred financing costs related to our refinanced credit facility. These uses of cash were partially offset by $200.0 million in borrowings under our new term loan A and ~~$107.5~~$108.8 million in net borrowings under our refinanced term loan B.

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

At ~~September~~June 30, ~~2017,~~2018, we had ~~$62.7~~$61.8 million in unrestricted cash and ~~$551.4~~$446.1 million available for borrowing under our revolving credit facility. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, we net borrowed ~~$71.6~~$79.3 million under our credit facility, incurred capital expenditures of $95.4 million and paid cash dividends of $120.7 million, incurred capital expenditures of $127.1 million, invested $16.3 million in the Gaylord Rockies joint venture, and paid $12.3 million in deferred financing costs associated with the refinancing of our credit facility.$85.1 million. These net outflows were offset by cash flows from operating activities discussed above, resulting in the increase in our cash balance from December 31, ~~2016~~2017 to ~~September~~June 30, ~~2017.~~2018.

We currently plan to pay a quarterly cash dividend of ~~$0.80~~$0.85 per share in October 2018 and January ~~2018,~~2019, subject to determinations as to the timing and amount by our board of directors. We anticipate investing in our operations during the remainder of ~~2017~~2018 by spending between ~~$60~~$85 million and ~~$80~~$120 million in capital expenditures, which primarily includes ongoing maintenance capital of our current facilities and the ~~expansion~~construction of ~~the guest rooms and convention space at Gaylord Texan, and~~ a luxury indoor/outdoor waterpark at Gaylord Opryland.

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

Our outstanding principal debt agreements, ~~at September 30, 2017~~none of which mature prior to 2021, are described below. Based on current projections for compliance under our financial covenants contained in these agreements, we do not foresee a maturity issue prior to their scheduled maturity date.

At ~~September~~June 30, ~~2017,~~2018, we were in compliance with all covenants related to our outstanding debt.

Credit Facility. On May 11, 2017, we entered into a Fifth Amended and Restated Credit Agreement (the ~~“Amended Credit~~“Credit Agreement”) among the Company, as a guarantor, the Operating Partnership, as borrower, certain other subsidiaries of the Company party thereto, as guarantors, certain subsidiaries of the Company party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, which ~~amends~~amended and ~~restates~~restated the Company’s existing credit facility. In addition, on May 23, 2017, we entered into an Amendment No. 1 (the ~~“Amendment”~~“Amendment No. 1”) and on June 26, 2018, we entered into an Amendment No. 2 (the “Amendment No. 2”) to the ~~Amended~~ Credit Agreement among the same ~~parties.~~parties, as discussed below. As amended, our credit facility consists of a $700.0 million senior secured revolving credit facility (the “Revolver”), a ~~new~~ $200.0 million senior secured term loan A (the “Term Loan A”), and ~~an increased~~a $500.0 million senior secured term loan B (the “Term Loan B”), each as discussed below.

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

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

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

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

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

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

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

$700 Million Revolving Credit Facility. Pursuant to ~~the~~ Amendment No. 1, we extended the maturity of the Revolver to May 23, 2021, with two additionalsix-month extension options, at our election. Borrowings under the Revolver bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.55% to 2.40%, dependent upon our funded debt to total asset value ratio (as defined in the ~~Amended~~ Credit Agreement) or (ii) a base rate as set in the ~~Amended~~ Credit Agreement. At ~~September~~June 30, ~~2017,~~2018, the interest rate on the Revolver was LIBOR plus 1.55%. Principal is payable in full at maturity. No additional amounts were borrowed under the Revolver at closing.

At ~~September~~June 30, ~~2017, $146.5~~2018, $251.5 million of borrowings were outstanding under the Revolver, and the lending banks had issued ~~$2.1~~$2.4 million of letters of credit under the ~~Amended~~ Credit Agreement, which left ~~$551.4~~$446.1 million of availability under the Revolver (subject to the satisfaction of debt incurrence tests under the indentures governing our $350 million in aggregate principal amount of senior notes due 2021 (the “$350 Million 5% Senior Notes”) and $400 million in aggregate principal amount of senior notes due 2023 (the “$400 Million 5% Senior Notes”), which we met at ~~September~~June 30, ~~2017)~~2018).

$200 Million Term Loan A Facility.~~The~~ Amendment No. 1 also provides for the Term Loan A, which has a maturity date of May 23, 2022. Borrowings bear interest at an annual rate equal to, at our option, either (i) LIBOR plus the applicable margin ranging from 1.50% to 2.35%, dependent upon our funded debt to total asset value ratio (as defined in the ~~Amended~~ Credit Agreement) or (ii) a base rate as set in the ~~Amended~~ Credit Agreement. At ~~September~~June 30, ~~2017,~~2018, the interest rate on the Term Loan A was LIBOR plus 1.50%. Amounts borrowed under the Term Loan A that are repaid or prepaid may not be reborrowed. At closing, we drew down on the Term Loan A in full and proceeds were used to pay down a portion of the Revolver.

$500 Million Term Loan B Facility.In May 2017, as part of the ~~Amended~~ Credit Agreement discussed above, we increased the capacity under our previous $400 million term loan B to $500 million. The Term Loan B has a maturity date of May 11, 2024 and, prior to June 26, 2018, borrowings ~~bear~~bore interest at an annual rate equal to, at our option, either (i) LIBOR plus 2.25% or (ii) a base rate as set in the ~~Amended~~Credit Agreement. On June 26, 2018, we entered into Amendment No. 2 that reduces the applicable interest rate margins for borrowings under the Term Loan B to, at our option, either (i) LIBOR plus 2.00% or (ii) a base rate as set in the Credit Agreement. At ~~September~~June 30, ~~2017,~~2018, the interest rate on the Term Loan B was LIBOR plus ~~2.25%~~2.00%. The Term Loan B amortizes in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of $500.0 million, with the balance due at maturity. In addition, if for any fiscal year, there is Excess Cash Flow (as defined in the

~~Amended~~ Credit Agreement), an additional principal amount is required. As a result of Amendment No. 2, the commencement date for any Excess Cash Flow payments has been extended to December 31, 2019. Amounts borrowed under the Term Loan B that are repaid or prepaid may not be reborrowed. At closing of Amendment No. 1, we drew down on the Term Loan B in full. Net proceeds, after the repayment of the original $400 million term loan B and certain transaction expenses payable at closing, were ~~approximately $114.3 million and were~~ used to pay down a portion of the Revolver. Amendment No. 2 did not change the maturity dates existing under the Credit Agreement or result in any increase or decrease in outstanding borrowings.

As a result of the repricing of the Term Loan B in 2018, we wrote off $2.0 million of deferred financing costs during the three months and six months ended June 30, 2018, which is included in interest expense in the accompanying condensed consolidated statement of operations. At June 30, 2018, $495.0 million in borrowings were outstanding under the Term Loan B.

$350 Million 5% Senior Notes.In 2013, the Operating Partnership and Finco completed the private placement of $350.0 million in aggregate principal amount of senior notes due 2021, which are guaranteed by the Company and its subsidiaries that guarantee the ~~Amended~~ Credit Agreement. The $350 Million 5% Senior Notes and guarantees were issued pursuant to an indenture by and among the issuing subsidiaries and the guarantors and U.S. Bank National Association as trustee. The $350 Million 5% Senior Notes have a maturity date of April 15, 2021 and bear interest at 5% per annum, payable semi-annually in cash in arrears on April 15 and October 15 of each year. The $350

Million 5% Senior Notes are general unsecured and unsubordinated obligations of the issuing subsidiaries and rank equal in right of payment with such subsidiaries’ existing and future senior unsecured indebtedness and senior in right of payment to future subordinated indebtedness, if any. The $350 Million 5% Senior Notes are effectively subordinated to the issuing subsidiaries’ secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees rank equally in right of payment with the applicable guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such guarantor. The $350 Million 5% Senior Notes will be effectively subordinated to any secured indebtedness of any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of the Operating Partnership’s subsidiaries that do not guarantee the $350 Million 5% Senior Notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

Off-Balance Sheet Arrangements

As described in Note 612 to our condensed consolidated financial statements included herein, we have invested in a joint venture that ~~will build~~is building and ~~subsequently own~~owns Gaylord Rockies. In connection with this investment, we agreed to provide guarantees of the hotel’s construction loan, including a principal repayment guaranty of up to $21 million of the total $500 million principal amount of the construction loan previously obtained from a consortium of eight banks, with such amount reducing to $14 million and further reducing to $8.75 million upon Gaylord Rockies’ satisfaction of designated debt service coverage requirements following completion and opening of the hotel. We have also provided a completion guarantee under the construction loan capped at our pro rata share of all costs necessary to complete the project within the time specified in the senior loan documents. Further, we have agreed to a guaranty capped at our pro rata share of the joint venture’s obligations under the construction loan prior to the hotel’s opening related to interest accruing under the construction loan and the operating expenses of the property (estimated pro rata share of interest prior to the hotel opening is $9.8 million). In addition to guaranties related to the construction loan, we agreed to provide a guaranty of the mezzanine debt related to the hotel including a payment guaranty capped at $8.75 million for which we are only liable in the event there is a casualty or condemnation event at the hotel and the construction lenders elect to apply those proceeds to the construction loan balance and release the construction loan guaranties and liens. The guaranty related to the mezzanine debt also includes an uncapped completion guaranty and an uncapped guaranty of the joint venture’s obligations under the mezzanine loan prior to the hotel’s opening related to interest accruing under the mezzanine loan and the operating expenses of the property to the extent not already satisfied by the parties under the guaranties related to the construction loan. As of ~~September~~June 30, ~~2017,~~2018, we have not recorded any liability in the condensed consolidated balance sheet associated with these guarantees.

In addition, we enter into commitments under letters of credit, primarily for the purpose of securing our deductible obligations with our insurers, and lending banks under our ~~Amended~~ Credit Agreement had issued ~~$2.1~~$2.4 million of letters of credit at ~~September~~June 30, ~~2017.~~2018. Except as set forth in these paragraphs, we do not have anyoff-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Commitments and Contractual Obligations

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


			Payment due by Period										Payment due by Period
	Total amounts		Less than						More than		Total amounts		Less than						More than
Contractual obligations	committed		1 year		1-3 years		3-5 years		5 years		committed		1 year		1-3 years		3-5 years		5 years
Long-term debt (1)	$	1,594,000	$	5,000	$	10,000	$	706,500	$	872,500	$	1,696,500	$	5,000	$	611,500	$	610,000	$	470,000
Capital leases		643		20		43		46		534		628		21		44		48		515
Operating leases (2)		616,463		4,563		9,533		10,090		592,277		675,286		7,458		15,684		16,528		635,616
Construction commitments (3)		13,553		13,553		—		—		—		31,031		31,031		—		—		—

Total contractual obligations	$	2,224,659	$	23,136	$	19,576	$	716,636	$	1,465,311	$	2,403,445	$	43,510	$	627,228	$	626,576	$	1,106,131

(1)

Long-term debt commitments do not include approximately ~~$327.2~~$317.6 million in interest payments projected to be due in future years (less than 1 year – ~~$64.9~~$74.3 million;1-3 years – ~~$129.2~~$143.3 million;3-5 years – ~~$95.4~~$81.1 million; more than 5 years – ~~$37.7~~$18.9 million) based on the stated interest rates on our fixed-rate debt and the rates in effect at ~~September~~June 30, ~~2017~~2018 for our variable-rate debt. Variable rates, as well as outstanding principal balances, could change in future periods. See “Principal Debt Agreements” above for a discussion of our outstanding long-term debt. See “Supplemental Cash Flow Information” in Note 1 to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 for a discussion of the interest we paid during the fiscal years 2017, 2016 ~~2015~~ and ~~2014.~~2015.

(2)	Total operating lease commitments of ~~$616.5~~$675.3 million includes the75-year operating lease agreement we entered into during 1999 for 65.3 acres of land located in Osceola County, Florida where Gaylord Palms is ~~located.~~located, which we may extend until January 2101.

(3)

With respect to our properties that are operated under management agreements with Marriott, we are obligated to maintain an FF&E reserve account for future planned and emergency-related capital expenditures at these properties. The amount funded into each of these reserve accounts is determined pursuant to the management agreements and is generally 5.0% of the respective property’s total annual revenue. At ~~September~~June 30, ~~2017, $13.6~~2018, $31.0 million was held in FF&E reserve accounts for future capital expenditures at our properties. According to the terms of each management agreement with Marriott, the reserve funds are to be held by Marriott in a restricted cash account. Although it is not required that such funds be expended in a given year, each management agreement provides any excess funds will carry over for use in future years.

The expected cash flows under our defined benefit pension plan, ournon-qualified retirement plan, ournon-qualified contributory deferred compensation plan and our defined benefit postretirement health care and life insurance plan are estimated based upon the best information currently available, but are not driven by contractual terms. Therefore, these obligations have been excluded from the contractual obligations table above. See Note 8 and Note 9 to the consolidated financial statements included in our Annual Report on Form10-K for the year ended December 31, ~~2016~~2017 for further discussion related to these obligations.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies, including those related to revenue recognition, impairment of long-lived and other assets, stock-based compensation, depreciation and amortization, income taxes, pension and postretirement benefits other than pension plans, and legal contingencies, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical

experience, our observance of trends in the industry, ~~information provided by our customers~~ and information available from other outside sources, as appropriate. There can be no assurance that actual results will not differ from our estimates. For a discussion of our critical accounting policies and estimates, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to Consolidated Financial Statements” presented in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2017. There were no newly identified critical accounting policies in the first ~~nine~~six months of ~~2017~~2018 nor were there any material changes to the critical accounting policies and estimates discussed in our Annual Report on Form10-K for the year ended December 31, ~~2016.~~2017.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Risk Related to Changes in Interest Rates

Borrowings outstanding under the Revolver bear interest at an annual rate of LIBOR plus 1.55%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$146.5~~$251.5 million in borrowings outstanding under the Revolver at ~~September~~June 30, ~~2017~~2018 would increase by approximately ~~$1.5~~$2.5 million.

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

Borrowings outstanding under our Term Loan B currently bear interest at an annual rate of LIBOR plus ~~2.25%~~2.00%, subject to adjustment as described in the ~~agreement.~~Credit Agreement. If LIBOR were to increase by 100 basis points, our annual interest cost on the ~~$497.5~~$495.0 million in borrowings outstanding under our Term Loan B at ~~September~~June 30, ~~2017~~2018 would increase by approximately $5.0 million.

Certain of our outstanding cash balances are occasionally invested overnight with high credit quality financial institutions. We do not have significant exposure to changing interest rates on invested cash at ~~September~~June 30, ~~2017.~~2018. As a result, the interest rate market risk implicit in these investments at ~~September~~June 30, ~~2017,~~2018, if any, is low.

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

The expected rates of return on the assets that fund our defined benefit pension plan are based on the asset allocation of the plan and the long-term projected return on those assets, which represent a diversified mix of equity securities, fixed income securities and cash. At ~~September~~June 30, ~~2017,~~2018, the value of the investments in the pension ~~fund~~plan was ~~$69.5~~$67.0 million, and an immediate 10% decrease in this value would have reduced the value of the investments in the pension ~~fund~~plan by approximately ~~$6.9~~$6.7 million.

ITEM 4. CONTROLS AND PROCEDURES.

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

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

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

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

There have been no material changes in our “Risk Factors” as previously set forth in the Company’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2017.

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

Inapplicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Inapplicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Inapplicable.

ITEM 5. OTHER INFORMATION.

Inapplicable.

ITEM 6. EXHIBITS.


Exhibit Number		Description

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

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

10.1*		Amendment No. 2 to Fifth Amended and Restated Credit Agreement dated June 26, 2018, by and among Ryman Hospitality Properties, Inc., as a guarantor, RHP Hotel Properties, LP, as borrower, certain other subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as guarantors, certain subsidiaries of Ryman Hospitality Properties, Inc. party thereto, as pledgors, the lenders party thereto and Wells Fargo Bank National Association, as administrative agent.

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

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

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

101*		The following materials from Ryman Hospitality Properties, Inc.’s Quarterly Report on Form10-Q for the quarterly period ended ~~September~~June 30, ~~2017,~~2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (unaudited) at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, (iii) Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, and (iv) Notes to Condensed Consolidated Financial Statements (unaudited).

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

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


	RYMAN HOSPITALITY PROPERTIES, INC.

Date: ~~November 7, 2017~~August 8, 2018	By:	/s/ Colin V. Reed
		Colin V. Reed
		Chairman of the Board of Directors and
		Chief Executive Officer
		~~(Principal Executive Officer)~~

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

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


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


Class		Outstanding as of ~~October~~July 31, ~~2017~~ 2018
Common Stock, par value $.01		~~51,196,251~~51,322,460 shares


	Page
Part I- Financial Information

Item 1. Financial ~~Statements~~Statements.

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

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

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

Notes to Condensed Consolidated Financial Statements (Unaudited)		6

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

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.		4847

Item 4. Controls and ~~Procedures~~Procedures.		4947

Part II- Other Information

Item 1. Legal ~~Proceedings~~Proceedings.		4948

Item 1A. Risk ~~Factors~~Factors.		4948

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

Item 3. Defaults Upon Senior Securities.		48

Item 4. Mine Safety Disclosures.		48

Item 5. Other Information.		48

Item 6. Exhibits.		49

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

~~Item 4. Mine Safety Disclosures~~		49

~~Item 5. Other Information~~		49

~~Item 6. Exhibits~~SIGNATURES		50

~~SIGNATURES~~		51


	September 30,			December 31,			June 30,			December 31,
	2017			2016			2018			2017
ASSETS:
Property and equipment, net of accumulated depreciation	$	2,044,443		$	1,998,012		$	2,121,165		$	2,065,657
Cash and cash equivalents - unrestricted		62,672			59,128
Cash and cash equivalents - restricted		14,703			22,062
Cash and cash equivalents—unrestricted								61,779			57,557
Cash and cash equivalents—restricted								32,181			21,153
Notes receivable		150,493			152,882			113,789			111,423
Investment in Gaylord Rockies joint venture		88,378			70,440			88,993			88,685
Trade receivables, less allowance of $611 and $629, respectively		56,684			47,818
Trade receivables, less allowance of $762 and $651, respectively								79,694			57,520
Deferred income tax assets, net								43,056			50,117
Prepaid expenses and other assets		75,129			55,411			66,645			72,116

Total assets	$	2,492,502		$	2,405,753		$	2,607,302		$	2,524,228

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	1,566,754		$	1,502,554		$	1,674,792		$	1,591,392
Accounts payable and accrued liabilities		198,290			163,205			176,145			179,649
Dividends payable		41,866			39,404			44,552			42,129
Deferred management rights proceeds		177,815			180,088			175,541			177,057
Deferred income tax liabilities, net		969			1,469
Other liabilities		155,412			151,036			162,578			155,845
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding		—			—			—			—
Common stock, $.01 par value, 400,000 shares authorized, 51,196 and 51,017 shares issued and outstanding, respectively		512			510
Common stock, $.01 par value, 400,000 shares authorized, 51,322 and 51,198 shares issued and outstanding, respectively								513			512
Additionalpaid-in capital		894,883			893,102			897,185			896,759
Treasury stock of 541 shares, at cost		(11,542	)		(11,542	)
Treasury stock of 579 and 567 shares, at cost								(14,195	)		(13,253	)
Accumulated deficit		(511,798	)		(491,805	)		(483,279	)		(479,170	)
Accumulated other comprehensive loss		(20,659	)		(22,268	)		(26,530	)		(26,692	)

Total stockholders’ equity		351,396			367,997			373,694			378,156

Total liabilities and stockholders’ equity	$	2,492,502		$	2,405,753		$	2,607,302		$	2,524,228


	Three Months Ended							Nine Months Ended						Three Months Ended						Six Months Ended
	September 30,							September 30,						June 30,						June 30,
	2017				2016			2017			2016			2018			2017			2018			2017
Revenues:
Rooms	$	100,534			$	101,085		$	314,577		$	309,385		$	121,745		$	110,674		$	229,309		$	214,043
Food and beverage		104,437				113,100			359,047			362,550			141,053			128,441			273,992			254,610
Other hotel revenue		24,619				26,834			73,493			75,604			28,958			24,258			53,566			48,874
Entertainment		35,134				30,701			92,427			81,893			42,178			35,405			65,437			57,293

Total revenues		264,724				271,720			839,544			829,432			333,934			298,778			622,304			574,820
Operating expenses:				��
Rooms		27,575				28,371			83,962			82,492			30,059			28,359			58,987			56,387
Food and beverage		62,649				64,790			200,091			201,045			72,394			68,285			144,372			137,442
Other hotel expenses		72,119				73,331			219,580			219,510			76,733			73,536			152,615			147,774
Management fees, net		4,708				4,408			16,417			15,246			8,635			6,178			15,765			11,709

Total hotel operating expenses		167,051				170,900			520,050			518,293			187,821			176,358			371,739			353,312
Entertainment		22,621				19,100			61,559			54,630			30,254			22,135			49,620			38,986
Corporate		9,220				8,447			24,324			22,315			7,640			7,468			15,969			14,877
Preopening costs		877				—			1,587			—			1,525			494			3,672			710
Depreciation and amortization		28,546				26,706			83,862			81,888			29,995			27,679			58,661			55,316

Total operating expenses		228,315				225,153			691,382			677,126			257,235			234,134			499,661			463,201

Operating income		36,409				46,567			148,162			152,306			76,699			64,644			122,643			111,619
Interest expense		(16,621	)			(15,947	)		(49,640	)		(48,002	)		(19,625	)		(17,155	)		(36,354	)		(33,019	)
Interest income		2,957				2,965			8,874			9,116			2,766			2,969			5,519			5,917
Loss from joint ventures		(899	)			(638	)		(2,616	)		(2,086	)
Income (loss) from joint ventures															1,346			(943	)		(1,242	)		(1,717	)
Other gains and (losses), net		2,554				2,468			1,024			2,288			36			(1,324	)		204			(1,396	)

Income before income taxes		24,400				35,415			105,804			113,622			61,222			48,191			90,770			81,404
Provision for income taxes		(530	)			(1,822	)		(2,022	)		(2,352	)		(5,676	)		(899	)		(7,885	)		(1,492	)

Net income	$	23,870			$	33,593		$	103,782		$	111,270		$	55,546		$	47,292		$	82,885		$	79,912

Basic income per share	$	0.47			$	0.66		$	2.03		$	2.18		$	1.08		$	0.92		$	1.62		$	1.56

Fully diluted income per share	$	0.46			$	0.66		$	2.02		$	2.17		$	1.08		$	0.92		$	1.61		$	1.56

Dividends declared per common share	$	0.80			$	0.75		$	2.40		$	2.25		$	0.85		$	0.80		$	1.70		$	1.60

Comprehensive income, net of taxes	$	25,434			$	29,979		$	105,391		$	107,704		$	55,630		$	47,326		$	83,047		$	79,957


	Minimum Pension Liability			Other-Than- Temporary Impairment of Investment			Total
Balance, December 31, 2017	$	(20,149	)	$	(6,543	)	$	(26,692	)
Amounts reclassified from accumulated other comprehensive loss		(9	)		166			157
Income tax benefit		5			—			5

Net other comprehensive income (loss)		(4	)		166			162

Balance, June 30, 2018	$	(20,153	)	$	(6,377	)	$	(26,530	)


	Minimum Pension Liability			Other-Than- Temporary Impairment of Investment			Total
Balance, December 31, 2016	$	(22,268	)	$	—		$	(22,268	)
Amounts reclassified from accumulated other comprehensive loss		45			—			45
Income tax benefit		—			—			—

Net other comprehensive income		45			—			45

Balance, June 30, 2017	$	(22,223	)	$	—		$	(22,223	)


	June 30, 2018		December 31, 2017
$700 Million Revolving Credit Facility, interest at LIBOR plus 1.55%, maturing May 23, 2021, less unamortized deferred financing costs of $7,828 and $9,076	$	243,672	$	161,924
$200 Million Term Loan A, interest at LIBOR plus 1.50%, maturing May 23, 2022, less unamortized deferred financing costs of $1,390 and $1,557		198,610		198,443
$500 Million Term Loan B, interest at LIBOR plus 2.00%, maturing May 11, 2024, less unamortized deferred financing costs of $5,743 and $7,595		489,257		488,655
$350 Million Senior Notes, interest at 5.0%, maturing April 15, 2021, less unamortized deferred financing costs of $2,862 and $3,340		347,138		346,660
$400 Million Senior Notes, interest at 5.0%, maturing April 15, 2023, less unamortized deferred financing costs of $4,513 and $4,929		395,487		395,071
Capital lease obligations		628		639

Total debt	$	1,674,792	$	1,591,392


	Parent									Non-
(in thousands)	Guarantor			Issuer			Guarantors			Guarantors			Eliminations			Consolidated			Parent Guarantor			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS:
Property and equipment, net of accumulated depreciation	$	—		$	—		$	1,626,061		$	418,382		$	—		$	2,044,443		$	—		$	—		$	1,647,578		$	473,587		$	—		$	2,121,165
Cash and cash equivalents—unrestricted		130			311			522			61,709			—			62,672			82			998			30			60,669			—			61,779
Cash and cash equivalents—restricted		—			—			—			14,703			—			14,703			—			—			—			32,181			—			32,181
Notes receivable		—			—			—			150,493			—			150,493			—			—			—			113,789			—			113,789
Investment in Gaylord Rockies joint venture		—			—			—			88,378			—			88,378			—			—			—			88,993			—			88,993
Trade receivables, less allowance		—			—			—			56,684			—			56,684			—			—			—			79,694			—			79,694
Deferred income tax assets, net																				—			—			(299	)		43,355			—			43,056
Prepaid expenses and other assets		—			—			—			85,722			(10,593	)		75,129			—			83			3			66,559			—			66,645
Intercompany receivables, net		—			—			1,670,070			—			(1,670,070	)		—			—			—			1,800,263			—			(1,800,263	)		—
Investments		979,917			2,886,063			647,247			768,523			(5,281,750	)		—			1,010,151			2,890,033			650,582			1,384,814			(5,935,580	)		—

Total assets	$	980,047		$	2,886,374		$	3,943,900		$	1,644,594		$	(6,962,413	)	$	2,492,502		$	1,010,233		$	2,891,114		$	4,098,157		$	2,343,641		$	(7,735,843	)	$	2,607,302

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	—		$	1,566,110		$	—		$	644		$	—		$	1,566,754		$	—		$	1,674,163		$	—		$	629		$	—		$	1,674,792
Accounts payable and accrued liabilities		702			20,487			8,802			178,892			(10,593	)		198,290			69			9,758			7,426			158,892			—			176,145
Dividends payable		41,866			—			—			—			—			41,866			44,552			—			—			—			—			44,552
Deferred management rights proceeds		—			—			—			177,815			—			177,815			—			—			—			175,541			—			175,541
Deferred income tax liabilities, net		209			—			(201	)		961			—			969
Other liabilities		—			—			93,798			61,614			—			155,412			—			—			97,573			65,005			—			162,578
Intercompany payables, net		585,874			847,692			—			236,504			(1,670,070	)		—			591,918			935,823			—			272,522			(1,800,263	)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—			—			—			—			—			—			—			—			—			—
Common stock		512			1			1			2,387			(2,389	)		512			513			1			1			2,387			(2,389	)		513
Additionalpaid-in-capital		894,883			713,735			2,831,499			1,473,558			(5,018,792	)		894,883			897,185			586,861			2,835,468			2,093,817			(5,516,146	)		897,185
Treasury stock		(11,542	)		—			—			—			—			(11,542	)		(14,195	)		—			—			—			—			(14,195	)
Accumulated deficit		(511,798	)		(261,651	)		1,010,001			(467,122	)		(281,228	)		(511,798	)		(483,279	)		(315,492	)		1,157,689			(398,622	)		(443,575	)		(483,279	)
Accumulated other comprehensive loss		(20,659	)		—			—			(20,659	)		20,659			(20,659	)		(26,530	)		—			—			(26,530	)		26,530			(26,530	)

Total stockholders’ equity		351,396			452,085			3,841,501			988,164			(5,281,750	)		351,396			373,694			271,370			3,993,158			1,671,052			(5,935,580	)		373,694

Total liabilities and stockholders’ equity	$	980,047		$	2,886,374		$	3,943,900		$	1,644,594		$	(6,962,413	)	$	2,492,502		$	1,010,233		$	2,891,114		$	4,098,157		$	2,343,641		$	(7,735,843	)	$	2,607,302


				Unaudited												Unaudited												Unaudited												Unaudited
	Three Months Ended September 30,												Nine Months Ended September 30,												Three Months Ended June 30,												Six Months Ended June 30,
	2017			%			2016			%			2017			%			2016			%			2018			%			2017			%			2018			%			2017			%
Income Statement Data:
REVENUES:
Rooms	$	100,534			38.0	%	$	101,085			37.2	%	$	314,577			37.5	%	$	309,385			37.3	%	$	121,745			36.5	%	$	110,674			37.0	%	$	229,309			36.8	%	$	214,043			37.2	%
Food and beverage		104,437			39.5	%		113,100			41.6	%		359,047			42.8	%		362,550			43.7	%		141,053			42.2	%		128,441			43.0	%		273,992			44.0	%		254,610			44.3	%
Other hotel revenue		24,619			9.3	%		26,834			9.9	%		73,493			8.8	%		75,604			9.1	%		28,958			8.7	%		24,258			8.1	%		53,566			8.6	%		48,874			8.5	%
Entertainment		35,134			13.3	%		30,701			11.3	%		92,427			11.0	%		81,893			9.9	%		42,178			12.6	%		35,405			11.8	%		65,437			10.5	%		57,293			10.0	%

Total revenues		264,724			100.0	%		271,720			100.0	%		839,544			100.0	%		829,432			100.0	%		333,934			100.0	%		298,778			100.0	%		622,304			100.0	%		574,820			100.0	%

OPERATING EXPENSES:
Rooms		27,575			10.4	%		28,371			10.4	%		83,962			10.0	%		82,492			9.9	%		30,059			9.0	%		28,359			9.5	%		58,987			9.5	%		56,387			9.8	%
Food and beverage		62,649			23.7	%		64,790			23.8	%		200,091			23.8	%		201,045			24.2	%		72,394			21.7	%		68,285			22.9	%		144,372			23.2	%		137,442			23.9	%
Other hotel expenses		72,119			27.2	%		73,331			27.0	%		219,580			26.2	%		219,510			26.5	%		76,733			23.0	%		73,536			24.6	%		152,615			24.5	%		147,774			25.7	%
Hotel management fees, net		4,708			1.8	%		4,408			1.6	%		16,417			2.0	%		15,246			1.8	%		8,635			2.6	%		6,178			2.1	%		15,765			2.5	%		11,709			2.0	%
Entertainment		22,621			8.5	%		19,100			7.0	%		61,559			7.3	%		54,630			6.6	%		30,254			9.1	%		22,135			7.4	%		49,620			8.0	%		38,986			6.8	%
Corporate		9,220			3.5	%		8,447			3.1	%		24,324			2.9	%		22,315			2.7	%		7,640			2.3	%		7,468			2.5	%		15,969			2.6	%		14,877			2.6	%
Preopening costs		877			0.3	%		—			0.0	%		1,587			0.2	%		—			0.0	%		1,525			0.5	%		494			0.2	%		3,672			0.6	%		710			0.1	%
Depreciation and amortization:
Hospitality		26,061			9.8	%		24,401			9.0	%		76,786			9.1	%		75,051			9.0	%		27,233			8.2	%		25,547			8.6	%		53,433			8.6	%		50,725			8.8	%
Entertainment		1,965			0.7	%		1,637			0.6	%		5,465			0.7	%		4,845			0.6	%		2,315			0.7	%		1,592			0.5	%		4,272			0.7	%		3,500			0.6	%
Corporate and Other		520			0.2	%		668			0.2	%		1,611			0.2	%		1,992			0.2	%		447			0.1	%		540			0.2	%		956			0.2	%		1,091			0.2	%

Total depreciation and amortization		28,546			10.8	%		26,706			9.8	%		83,862			10.0	%		81,888			9.9	%		29,995			9.0	%		27,679			9.3	%		58,661			9.4	%		55,316			9.6	%

Total operating expenses		228,315			86.2	%		225,153			82.9	%		691,382			82.4	%		677,126			81.6	%		257,235			77.0	%		234,134			78.4	%		499,661			80.3	%		463,201			80.6	%

OPERATING INCOME:
Hospitality		36,478			15.9	%		45,718			19.0	%		150,281			20.1	%		154,195			20.6	%		76,702			26.3	%		61,468			23.3	%		131,695			23.6	%		113,490			21.9	%
Entertainment		10,548			30.0	%		9,964			32.5	%		25,403			27.5	%		22,418			27.4	%		9,609			22.8	%		11,678			33.0	%		11,545			17.6	%		14,807			25.8	%
Corporate and Other		(9,740	)		(A	)		(9,115	)		(A	)		(25,935	)		(A	)		(24,307	)		(A	)		(8,087	)		(A	)		(8,008	)		(A	)		(16,925	)		(A	)		(15,968	)		(A	)
Preopening costs		(877	)		(A	)		—			(A	)		(1,587	)		(A	)		—			(A	)		(1,525	)		(A	)		(494	)		(A	)		(3,672	)		(A	)		(710	)		(A	)

Total operating income		36,409			13.8	%		46,567			17.1	%		148,162			17.6	%		152,306			18.4	%		76,699			23.0	%		64,644			21.6	%		122,643			19.7	%		111,619			19.4	%
Interest expense		(16,621	)		(A	)		(15,947	)		(A	)		(49,640	)		(A	)		(48,002	)		(A	)		(19,625	)		(A	)		(17,155	)		(A	)		(36,354	)		(A	)		(33,019	)		(A	)
Interest income		2,957			(A	)		2,965			(A	)		8,874			(A	)		9,116			(A	)		2,766			(A	)		2,969			(A	)		5,519			(A	)		5,917			(A	)
Loss from joint ventures		(899	)		(A	)		(638	)		(A	)		(2,616	)		(A	)		(2,086	)		(A	)
Income (loss) from joint ventures																										1,346			(A	)		(943	)		(A	)		(1,242	)		(A	)		(1,717	)		(A	)
Other gains and (losses), net		2,554			(A	)		2,468			(A	)		1,024			(A	)		2,288			(A	)		36			(A	)		(1,324	)		(A	)		204			(A	)		(1,396	)		(A	)
Provision for income taxes		(530	)		(A	)		(1,822	)		(A	)		(2,022	)		(A	)		(2,352	)		(A	)		(5,676	)		(A	)		(899	)		(A	)		(7,885	)		(A	)		(1,492	)		(A	)

Net income	$	23,870			(A	)	$	33,593			(A	)	$	103,782			(A	)	$	111,270			(A	)	$	55,546			(A	)	$	47,292			(A	)	$	82,885			(A	)	$	79,912			(A	)


	September 30,			December 31,
	2017			2016			June 30, 2018			December 31, 2017
Land and land improvements	$	266,427		$	266,053		$	268,316		$	267,051
Buildings		2,436,294			2,398,117			2,547,565			2,440,471
Furniture, fixtures and equipment		636,362			604,876			707,836			647,988
Construction-in-progress		106,245			50,273			80,555			138,702

		3,445,328			3,319,319			3,604,272			3,494,212
Accumulated depreciation		(1,400,885	)		(1,321,307	)		(1,483,107	)		(1,428,555	)

Property and equipment, net	$	2,044,443		$	1,998,012		$	2,121,165		$	2,065,657

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Non-accelerated filer

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Emerging growth company