RYMAN HOSPITALITY PROPERTIES, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-Q)

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 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 a
co-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 the Operating Partnership's owned subsidiaries. Neither the
Operating Partnership nor Finco has any business, operations, financial results
or other material information, other than the business, operations, financial
results and other material information described in this Quarterly Report on
Form 10-Q 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, 2021, included in our Annual Report on
Form 10-K that was filed with the SEC on February 25, 2022.

Cautionary Note Regarding Forward-Looking Statements


This Quarterly Report on Form 10-Q contains "forward-looking statements"
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements concern our goals, beliefs, expectations, strategies, objectives,
plans, future operating results and underlying assumptions, and other statements
that are not necessarily based on historical facts. Without limitation, you can
identify these statements by the fact that they do not relate strictly to
historical or current facts, and these statements may contain words such as
"may," "will," "could," "should," "might," "projects," "expects," "believes,"
"anticipates," "intends," "plans," "continue," "estimate," or "pursue," or the
negative or other variations thereof or comparable terms. In particular, they
include statements relating to, among other things, future actions, strategies,
future performance, the outcome of contingencies such as legal proceedings and
future financial results. These also include statements regarding (i) the
anticipated impact of the novel coronavirus disease (COVID-19) pandemic on
future travel, transient and group demand, our results of operations and
liquidity, and efforts to rebook customers for future dates; (ii) the effect of
our election to be taxed as a REIT and maintain REIT status for federal income
tax purposes; (iii) the holding of our non-qualifying REIT assets in one or more
taxable REIT subsidiaries ("TRSs"); (iv) the suspension of our dividend and our
dividend policy, including the frequency and amount of any dividend we may pay;
(v) our strategic goals and potential growth opportunities, including future
expansion of the geographic diversity of our existing asset portfolio through
acquisitions and investment in joint ventures; (vi) Marriott
International, Inc.'s ("Marriott") ability to effectively manage our hotels and
other properties; (vii) our anticipated capital expenditures and investments;
(viii) the potential operating and financial restrictions imposed on our
activities under existing and future financing agreements including our credit
facility and other contractual arrangements with third parties, including
management agreements with Marriott; (ix) our use of cash during the remainder
of 2022; (x) our ability to borrow available funds under our credit facility;
(xi) our expectations about successfully amending the agreements governing our
indebtedness should the need arise; (xii) the effects of inflation and increased
costs on our business; and (xiii) any other business or operational matters. We
have based these forward-looking statements on our current expectations and
projections about future events.

We caution the reader that forward-looking statements involve risks and
uncertainties that cannot be predicted or quantified, and, consequently, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include, among
other things, risks and uncertainties associated with the COVID-19 pandemic,
including the effects of the COVID-19 pandemic on us and the hospitality and
entertainment industries generally, the effects of the COVID-19 pandemic on the
demand for travel, transient and group business (including government-imposed
restrictions or guidelines), levels of consumer confidence in the safety of
travel and group gatherings as a result

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of COVID-19, the length and severity of the COVID-19 pandemic in the United
States and the pace of recovery following the COVID-19 pandemic, the duration
and severity of the COVID-19 pandemic in the markets where our assets are
located, the economic conditions affecting the hospitality business generally,
the geographic concentration of our hotel properties, business levels at our
hotels, the effects of inflation on our business, including the effects on costs
of labor and supplies, 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/or to
successfully amend the agreements governing our indebtedness in the future,
changes in interest rates, including future changes from the London Inter-Bank
Offered Rate ("LIBOR") to a different base rate, and those factors described
elsewhere in this Quarterly Report on Form 10-Q, including in Item 1A, "Risk
Factors," and our Annual Report on Form 10-K for the year ended December 31,
2021 or described from time to time in our other reports filed with the SEC.

Any forward-looking statement made in this Quarterly Report on Form 10-Q speaks
only as of the date on which the statement is made. New risks and uncertainties
arise from time to time, and it is impossible for us to predict these events or
how they may affect us. We have no duty to, and do not intend to, update or
revise the forward-looking statements we make in this Quarterly Report on
Form 10-Q, except as may be required by law.

Overview


We operate as a REIT for federal income tax purposes, specializing in
group-oriented, destination hotel assets in urban and resort markets. Our core
holdings include a network of five upscale, meetings-focused resorts totaling
9,917 rooms that are managed by Marriott under the Gaylord Hotels brand. These
five 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"), the Gaylord National Resort & Convention Center near
Washington D.C. ("Gaylord National"), and the Gaylord Rockies Resort &
Convention Center ("Gaylord Rockies"), which was previously owned by a joint
venture (the "Gaylord Rockies joint venture"), in which we owned a 65% interest.
On May 7, 2021, we purchased the remaining 35% interest in the Gaylord Rockies
joint venture. Our other owned hotel assets managed by Marriott include 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.

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
96 years; the Ryman Auditorium, the storied live music venue and former home of
the Grand Ole Opry located in downtown Nashville; WSM-AM, the Opry's radio home;
Ole Red, a brand of Blake Shelton-themed bar, music venue and event spaces; two
Nashville-based assets managed by Marriott - the Wildhorse Saloon and the
General Jackson Showboat; and as of May 31, 2022, Block 21, a mixed-use
entertainment, lodging, office, and retail complex located in Austin, Texas
("Block 21"). We also own a 50% interest in a joint venture that creates and
distributes a linear multicast and over-the-top channel dedicated to the country
music lifestyle ("Circle"). See "OEG Transaction" below for additional
disclosure regarding our sale of a 30% interest in the business effective June
16, 2022.

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.

See "Cautionary Note Regarding Forward-Looking Statements" in this Item 2 and
Item 1A, "Risk Factors," in Part II of this Quarterly Report on Form 10-Q and
Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended
December 31, 2021 for important information regarding forward-looking statements
made in this report and risks and uncertainties we face.

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Impact of COVID-19 Pandemic

The COVID-19 pandemic has been and continues to be a complex and evolving
situation, causing unprecedented levels of disruption of our business. Although
our assets are currently open and operating without capacity restrictions and
business levels continue to recover, there remains significant uncertainty
surrounding the full extent of the impact of the COVID-19 pandemic on our future
results of operations and financial position.

The majority of our businesses have been open and operating throughout 2021 and
2022. However, Gaylord National remained closed during the first half of 2021
and reopened July 1, 2021. The Grand Ole Opry and Ryman Auditorium reopened for
full-capacity publicly attended performances in May 2021. In addition,
subsequent to the December 2020 downtown Nashville bombing, the Wildhorse saloon
reopened in April 2021.

Cancelled room nights in the six months ended June 30, 2022 decreased 49% from
the six months ended June 30, 2021. Occupancy and average daily rate ("ADR")
increased 35.4 points of occupancy and 17.4%, respectively, in the six months
ended June 30, 2022 as compared to the same period in 2021. Outside-the-room
spend in the six months ended June 30, 2022 increased 246.8% compared to the
same period in 2021.

Group stays have steadily increased in 2021 and 2022 and group nights on the
books at June 30, 2022 for the next five years is approximately 98% of total
group room nights that were on the books at June 30, 2019 for the corresponding
following five years. In addition, the ADR of group room nights on the books at
June 30, 2022 is almost 8% higher than the ADR of the corresponding group room
nights at June 30, 2019.

Throughout the COVID-19 pandemic, we have continued to pay all required debt
service payments on our indebtedness, lease payments, taxes and other payables.
At June 30, 2022, we had $754.6 million available for borrowing under our
revolving credit facility and the OEG revolving credit facility and $179.2
million in unrestricted cash on hand. Our regular quarterly dividend is
currently suspended. Our board of directors will consider a future dividend as
permitted by our credit agreement and subject to our board of directors'
determinations as to the amount of distributions and the timing thereof.

For additional discussion of the impact of the COVID-19 pandemic on our
business, see “Risk Factors” under Part I, Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2021.

OEG Transaction


As more fully described in Note 2, "OEG Transaction," to the condensed
consolidated financial statements included herein, on June 16, 2022, we and
certain of our subsidiaries, including OEG Attractions Holdings, LLC, which
directly or indirectly owns the assets that comprise our Entertainment Segment
("OEG"), consummated the transactions pursuant to an investment agreement (the
"Investment Agreement") with Atairos Group, Inc. ("Atairos") and A-OEG Holdings,
LLC, an affiliate of Atairos (the "OEG Investor") and pursuant to which OEG
issued and sold to the OEG Investor, and the OEG Investor acquired, 30% of the
equity interests of OEG for approximately $296.0 million (the "OEG
Transaction"). The purchase price for the OEG Transaction may be increased by
$30.0 million if OEG achieves certain financial objectives in 2023 or 2024.

We retained a controlling 70% equity interest in OEG and will continue to
consolidate OEG and the other subsidiaries comprising our Entertainment segment
in our consolidated financial statements. After the payment of transaction
expenses, we used substantially all of the net proceeds from the OEG
Transaction, together with the net proceeds we received from the OEG Term Loan
(as defined below), to repay the outstanding balance of our existing $300
million term loan A and to pay down substantially all borrowings outstanding
under our revolving credit facility.

In connection with the OEG Transaction, OEG Borrower, LLC ("OEG Borrower") and
OEG Finance, LLC ("OEG Finance"), each a wholly owned direct or indirect
subsidiary of OEG, entered into a credit agreement (the "OEG Credit Agreement")
with JPMorgan Chase Bank, N.A. that provides for (i) a senior secured term loan
facility in an aggregate principal amount of $300.0 million (the "OEG Term
Loan") and (ii) a senior secured revolving credit facility in an aggregate
principal amount not to exceed $65.0 million (the "OEG Revolver"). The OEG Term
Loan matures on June 16, 2029 and the OEG Revolver matures on June 16, 2027. The
OEG Term Loan bears interest at a rate equal to either,

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at OEG Borrower's election, (i) the Alternate Base Rate plus 4.00% or (b)
Adjusted Term SOFR plus 5.00% (all as specifically more described in the OEG
Credit Agreement). The OEG Revolver bears interest at a rate equal to either, at
OEG Borrower's election, (i) the Alternate Base Rate plus 3.75% or (b) Adjusted
Term SOFR plus 4.75%, which shall be subject to reduction in the applicable
margin based upon OEG's First Lien Leverage Ratio (all as specifically more
described in the OEG Credit Agreement). The OEG Term Loan and OEG Revolver are
each secured by substantially all of the assets of OEG Finance and each of its
subsidiaries (other than Block 21 and Circle, as more specifically described in
the OEG Credit Agreement). No revolving credit advances were made under the
OEG
Revolver at closing.

Block 21 Acquisition
On May 31, 2022, we purchased Block 21 for a stated purchase price of $260
million, as subsequently adjusted to $255 million pursuant to the terms of the
purchase agreement, which includes the assumption of approximately $136 million
of existing mortgage debt. Block 21 is the home of the Austin City Limits Live
at The Moody Theater ("ACL Live"), a 2,750-seat entertainment venue that serves
as the filming location for the Austin City Limits television series. The Block
21 complex also includes the 251-room W Austin Hotel, the 3TEN at ACL Live club
and approximately 53,000 square feet of other Class A commercial space. We
funded the cash portion of the purchase price with cash on hand and borrowings
under our revolving credit facility. Block 21 assets are reflected in our
Entertainment segment as of May 31, 2022.

Gaylord Rockies Joint Venture


In May 2021, we purchased the remaining 35% ownership interest in the Gaylord
Rockies joint venture. Prior to May 2021, we had a 65% ownership interest in the
Gaylord Rockies joint venture, and our management concluded that the Company was
the primary beneficiary of this previous variable interest entity ("VIE"). The
financial position and results of operations of this previous VIE have been
consolidated in the accompanying condensed consolidated financial statements
included herein. We also purchased 130 acres of undeveloped land, adjacent to
Gaylord Rockies in May 2021.

Gaylord Palms Expansion


In April 2021, we completed a $158 million expansion of Gaylord Palms, which
includes an additional 302 guest rooms and 96,000 square feet of meeting space,
an expanded resort pool and events lawn, and a new multi-level parking
structure.

Circle


In 2019, we acquired a 50% equity interest in Circle, and we have made $27.0
million in capital contributions through June 30, 2022. In addition, we intend
to contribute up to an additional $6.0 million in the remainder of 2022 for
working capital needs. Circle launched its broadcast network on January 1, 2020,
with sixteen original shows and two major distribution partnerships. As of July
2022, Circle is available to more than 70% of U.S. television households via
over-the-air and cable television and is available through multiple online
streaming services covering over 193 million monthly average users.

Our Long-Term Strategic Plan

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

Existing Hotel Property Design. Our 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
Gaylord Hotels properties claiming a place among the leading convention hotels
in the country.

Expansion of Hotel Asset Portfolio. Part of our long-term growth strategy
includes acquisitions or developments of other hotels, particularly in the group
meetings sector of the hospitality industry, either alone or through joint
ventures or


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alliances with one or more third parties. We will consider attractive investment
opportunities which meet our acquisition parameters, specifically,
group-oriented large hotels and overflow hotels with existing or potential
leisure appeal. We are generally interested in highly accessible upper-upscale
or luxury assets with over 400 hotel rooms in urban and resort group destination
markets. We also consider assets that possess significant meeting space or
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.

Continued Investment in Our Existing Properties. We continuously evaluate and
invest in our current portfolio, and consider enhancements or expansions as part
of our long-term strategic plan. In 2021, we completed our $158 million
expansion of Gaylord Palms and we also completed our renovation of all of the
guestrooms at Gaylord National. In 2022, we began a re-concepting of the food
and beverage options at Gaylord National and have begun enhancements at Gaylord
Rockies to better position the property for our group customers.

Leverage Brand Name Awareness. We believe the Grand Ole Opry is one of the most
recognized entertainment brands in the United States. We promote the Grand Ole
Opry name through various media, including our WSM-AM radio station, the
Internet and television, and through performances by the Grand Ole Opry's
members, many of whom are renowned country music artists. As such, we have
alliances in place with multiple distribution partners in an effort to foster
brand extension. We believe that licensing our brand for products may provide an
opportunity to increase revenues and cash flow with relatively little capital
investment. 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 six Ole Red
locations, as well as Circle, and purchased Block 21. Further, as discussed
above, we recently completed the OEG Transaction, which we believe will expand
the distribution of our OEG brands.

Short-Term Capital Allocation. Prior to the COVID-19 pandemic, our short-term
capital allocation strategy focused on returning capital to stockholders through
the payment of dividends, in addition to investing in our assets and operations.
However, in March 2020, we suspended our regular quarterly dividend payments.
Our board of directors will consider a future dividend as permitted by our
credit agreement. Any future dividend is subject to our board of directors'
determinations as to the amount and timing thereof.

Our Operations

Our ongoing operations are organized into three principal business segments:

? Hospitality, consisting of our Gaylord Hotels properties, the Inn at Opryland

and the AC Hotel.

Entertainment, consisting of the Grand Ole Opry, the Ryman Auditorium, WSM-AM,

? Ole Red, Block 21, our equity investment in Circle, and our other

Nashville-based attractions.

? Corporate and Other, consisting of our corporate expenses.

For the three months and six months ended June 30, 2022 and 2021, our total
revenues were divided among these business segments as follows:

                         Three Months Ended           Six Months Ended
                             June 30,                    June 30,
Segment                  2022          2021          2022         2021
Hospitality                  85 %          79 %          86 %         81 %
Entertainment                15 %          21 %          14 %         19 %
Corporate and Other           0 %           0 %           0 %          0 %


Key Performance Indicators

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

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performance indicators are commonly used in the hospitality industry and are
used by management to evaluate hotel performance and allocate capital
expenditures:

? hotel occupancy – a volume indicator calculated by dividing total rooms sold by

total rooms available;

? 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 the

? total number of definite group bookings for future room nights at our hotels

confirmed during the applicable period, net of cancellations.



For the three months and six months ended June 30, 2022 and 2021, the method of
calculation of these indicators has not been changed as a result of the COVID-19
pandemic and the Gaylord National closure and is consistent with historical
periods. As such, performance metrics include closed hotel room nights
available.

We also use certain "non-GAAP financial measures," which are measures of our
historical performance that are not calculated and presented in accordance with
GAAP, within the meaning of applicable SEC rules. These measures include:

Earnings Before Interest Expense, Income Taxes, Depreciation and Amortization

? for Real Estate (“EBITDAre”), Adjusted EBITDAre and Adjusted EBITDAre,

Excluding Noncontrolling Interest in Consolidated Joint Venture, and

? Funds From Operations (“FFO”) available to common shareholders and unit holders

and Adjusted FFO available to common shareholders and unitholders.

See “Non-GAAP Financial Measures” below for further discussion.

The closure and pandemic-constrained business levels of our Gaylord Hotels
properties have resulted in the significant decrease in performance reflected in
these key performance indicators and non-GAAP financial measures for the three
months and six months ended June 30, 2021, as compared to the current period and
historical periods prior to 2020.

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 (and applicable
room rates) 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. Increases in costs, including labor costs, costs of
food and other supplies, and energy costs can negatively affect our results,
particularly during an inflationary economic environment. We rely on Marriott,
as the manager of our hotels, to manage these factors and to offset any
identified shortfalls in occupancy.

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Selected Financial Information

The following table contains our unaudited selected summary financial data for
the three months and six months ended June 30, 2022 and 2021. The table also
shows the percentage relationships to total revenues and, in the case of segment
operating income, its relationship to segment revenues (in thousands,
except percentages).

                                                      Unaudited                                        Unaudited
                                            Three Months Ended June 30,                        Six Months Ended June 30,
                                       2022         %           2021         %          2022         %           2021          %
REVENUES:
Rooms                               $  161,506     34.3 %    $   61,971      36.3 %  $  263,099     34.2 %    $    90,199      35.4 %
Food and beverage                      188,083     40.0 %        45,619      26.7 %     300,199     39.0 %         63,794      25.0 %
Other hotel revenue                     52,213     11.1 %        28,098      16.4 %      99,615     12.9 %         51,497      20.2 %
Entertainment                           68,402     14.5 %        35,173      20.6 %     106,426     13.8 %         49,546      19.4 %
Total revenues                         470,204    100.0 %       170,861     100.0 %     769,339    100.0 %        255,036     100.0 %
OPERATING EXPENSES:
Rooms                                   41,238      8.8 %        15,039       8.8 %      71,374      9.3 %         24,516       9.6 %
Food and beverage                       97,489     20.7 %        33,748      19.8 %     168,818     21.9 %         53,077      20.8 %
Other hotel expenses                    99,284     21.1 %        61,365    

35.9 % 185,927 24.2 % 115,922 45.5 %
Hotel management fees, net

              11,202      2.4 %         2,149       1.3 %      16,266      2.1 %          2,902       1.1 %
Entertainment                           45,670      9.7 %        25,639      15.0 %      77,401     10.1 %         44,330      17.4 %
Corporate                               12,417      2.6 %         8,978       5.3 %      21,974      2.9 %         16,506       6.5 %
Preopening costs                           221      0.0 %           217       0.1 %         525      0.1 %            616       0.2 %
Gain (loss) on sale of assets                -        - %             -         - %         469      0.1 %          (317)     (0.1) %
Depreciation and amortization:
Hospitality                             52,016     11.1 %        50,487      29.5 %     104,287     13.6 %         99,635      39.1 %
Entertainment                            4,492      1.0 %         3,621       2.1 %       8,044      1.0 %          7,222       2.8 %
Corporate and Other                        207      0.0 %           565       0.3 %         412      0.1 %          1,131       0.4 %
Total depreciation and
amortization                            56,715     12.1 %        54,673    

32.0 % 112,743 14.7 % 107,988 42.3 %
Total operating expenses

               364,236     77.5 %       201,808     118.1 %     655,497     85.2 %        365,540     143.3 %
OPERATING INCOME (LOSS):
Hospitality                            100,573     25.0 %      (27,100)    (20.0) %     116,241     17.5 %       (90,562)    (44.1) %
Entertainment                           18,240     26.7 %         5,913      16.8 %      20,981     19.7 %        (2,006)     (4.0) %
Corporate and Other                   (12,624)     (A)          (9,543)      (A)       (22,386)     (A)          (17,637)      (A)
Preopening costs                         (221)    (0.0) %         (217)    

(0.1) % (525) (0.1) % (616) (0.2) %
Gain (loss) on sale of assets

                -        - %             -         - %       (469)    (0.1) %            317       0.1 %
Total operating income (loss)          105,968     22.5 %      (30,947)    (18.1) %     113,842     14.8 %      (110,504)    (43.3) %
Interest expense                      (33,958)     (A)         (29,847)      (A)       (65,895)     (A)          (60,643)      (A)
Interest income                          1,379     (A)            1,451      (A)          2,760     (A)             2,821      (A)
Loss on extinguishment of debt         (1,547)     (A)                -      (A)        (1,547)     (A)           (2,949)      (A)
Loss from unconsolidated joint
ventures                               (3,001)     (A)          (1,910)      (A)        (5,628)     (A)           (3,519)      (A)
Other gains and (losses), net            (283)     (A)            (173)    
 (A)            164     (A)               201      (A)
Provision for income taxes            (17,634)     (A)          (1,623)      (A)       (17,569)     (A)           (5,577)      (A)
Net income (loss)                       50,924     (A)         (63,049)      (A)         26,127     (A)         (180,170)      (A)
Net (income) loss attributable
to noncontrolling interest in
consolidated joint venture               (280)     (A)            4,708      (A)          (280)     (A)            16,501      (A)
Net (income) loss attributable
to noncontrolling interest in
the Operating Partnership                (360)     (A)              422      (A)          (184)     (A)             1,229      (A)
Net income (loss) available to
common stockholders                 $   50,284     (A)       $ (57,919)    

(A) $ 25,663 (A) $ (162,440) (A)

(A) These amounts have not been shown as a percentage of revenue because they

    have no relationship to revenue.


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Summary Financial Results

Results of Operations

The following table summarizes our financial results for the three months and
six months ended June 30, 2022 and 2021 (in thousands, except percentages and
per share data):

                                       Three Months Ended                        Six Months Ended
                                            June 30,                                June 30,
                                                             %                                        %
                                  2022          2021       Change         2022          2021        Change
Total revenues                  $ 470,204    $  170,861     175.2 %     $ 769,339    $   255,036     201.7 %
Total operating expenses          364,236       201,808      80.5 %       655,497        365,540      79.3 %
Operating income (loss)           105,968      (30,947)     442.4 %       113,842      (110,504)     203.0 %
Net income (loss)                  50,924      (63,049)     180.8 %        26,127      (180,170)     114.5 %
Net income (loss) available
to common stockholders             50,284      (57,919)     186.8 %        25,663      (162,440)     115.8 %
Net income (loss) available
to common stockholders per
share - diluted                      0.91        (1.05)     186.7 %          0.46         (2.95)     115.6 %


Total Revenues

The increase in our total revenues for the three months ended June 30, 2022, as
compared to the same period in 2021, is attributable to increases in our
Hospitality segment and Entertainment segment of $266.1 million and $33.2
million, respectively. The increase in our total revenues for the six months
ended June 30, 2022, as compared to the same period in 2021, is attributable to
increases in our Hospitality segment and Entertainment segment of $457.4 million
and $56.9 million, respectively.

Total Operating Expenses


The increase in our total operating expenses for the three months ended June 30,
2022, as compared to the same period in 2021, is primarily the result of
increases in our Hospitality segment and Entertainment segment of $136.9 million
and $20.0 million, respectively. The increase in our total operating expenses
for the six months ended June 30, 2022, as compared to the same period in 2021,
is primarily the result of increases in our Hospitality segment and
Entertainment segment of $246.0 million and $33.1 million, respectively.

Net Income (Loss)


Our net income of $50.9 million for the three months ended June 30, 2022, as
compared to a net loss of $63.0 million for the same period in 2021, was
primarily due to the changes in our revenues and operating expenses reflected
above, and the following factors, each as described more fully below:

? A $16.0 million increase in provision for income taxes in the 2022 period.

? A $4.1 million increase in interest expense in the 2022 period.

Our net income of $26.1 million for the six months ended June 30, 2022, as
compared to a net loss of $180.2 million for the same period in 2021, was
primarily due to the changes in our revenues and operating expenses reflected
above, and the following factors, each as described more fully below:

? A $12.0 million increase in provision for income taxes in the 2022 period.

? A $5.3 million increase in interest expense in the 2022 period.


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Operating Results – Detailed Segment Financial Information

Hospitality Segment

Total Segment Results. The following presents the financial results of our
Hospitality segment for the three months and six months ended June 30, 2022 and
2021 (in thousands, except percentages and performance metrics):

                                            Three Months Ended                        Six Months Ended
                                                 June 30,                                 June 30,
                                                                  %                                        %
                                       2022          2021       Change          2022          2021       Change
Revenues:
Rooms                                $ 161,506    $   61,971     160.6 %      $ 263,099    $   90,199     191.7 %
Food and beverage                      188,083        45,619     312.3 %        300,199        63,794     370.6 %
Other hotel revenue                     52,213        28,098      85.8 %         99,615        51,497      93.4 %
Total hospitality revenue              401,802       135,688     196.1 %        662,913       205,490     222.6 %
Hospitality operating expenses:
Rooms                                   41,238        15,039     174.2 %         71,374        24,516     191.1 %
Food and beverage                       97,489        33,748     188.9 %        168,818        53,077     218.1 %
Other hotel expenses                    99,284        61,365      61.8 %        185,927       115,922      60.4 %
Management fees, net                    11,202         2,149     421.3 %         16,266         2,902     460.5 %
Depreciation and amortization           52,016        50,487       3.0 %        104,287        99,635       4.7 %
Total Hospitality operating
expenses                               301,229       162,788      85.0 %        546,672       296,052      84.7 %
Hospitality operating income
(loss) (1)                           $ 100,573    $ (27,100)     471.1 %      $ 116,241    $ (90,562)     228.4 %
Hospitality performance metrics
(2):
Occupancy                                 72.7 %        32.9 %    39.8 pts         60.1 %        24.7 %    35.4 pts
ADR                                  $  234.50    $   202.12      16.0 %      $  232.41    $   197.97      17.4 %
RevPAR (3)                           $  170.46    $    66.51     156.3 %      $  139.61    $    48.98     185.0 %
Total RevPAR (4)                     $  424.07    $   145.63     191.2 %      $  351.76    $   111.58     215.3 %
Net Definite Group Room Nights
Booked (5)                             413,042       371,540      11.2 %   

578,710 337,831 71.3 %

Hospitality segment operating loss does not include preopening costs of $0.2

million and $0.6 million in the three months and six months ended June 30,
(1) 2021, respectively. Hospitality segment operating loss also does not include

gain on sale of assets of $0.3 million in the six months ended June 30, 2021.

See discussion of these items below.

(2) Hospitality segment metrics include the addition of 302 additional guest

rooms at Gaylord Palms beginning in June 2021.

We calculate Hospitality RevPAR by dividing room revenue by room nights
(3) available to guests for the period. Room nights available to guests include

    nights the hotels are closed. Hospitality RevPAR is not comparable to
    similarly titled measures such as revenues.

We calculate Hospitality Total RevPAR by dividing the sum of room, food and

beverage, and other ancillary services revenue (which equals Hospitality
(4) segment revenue) by room nights available to guests for the period. Room

nights available to guests include nights the hotels are closed. Hospitality

Total RevPAR is not comparable to similarly titled measures such as revenues.

Net definite group room nights booked includes approximately 72,000 and
(5) 169,000 group room cancellations in the three months ended June 30, 2022 and

2021, respectively, and 250,000 and 490,000 group room cancellations in the

six months ended June 30, 2022 and 2021, respectively.

Total Hospitality segment revenues in the three months and six months ended June
30, 2022 include $15.4 million and $35.0 million, respectively, in attrition and
cancellation fee revenue, an increase of $7.8 million and $17.3 million,
respectively, from the 2021 period. Since the beginning of 2020, we have
recorded $116.3 million in attrition and cancellation fee revenue.

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

               Three Months Ended           Six Months Ended
                   June 30,                    June 30,
               2022          2021          2022         2021
Group              74 %          37 %          71 %         31 %
Transient          26 %          63 %          29 %         69 %

Other hotel expenses for the three months and six months ended June 30, 2022 and
2021 consist of the following (in thousands):

                                         Three Months Ended                     Six Months Ended
                                             June 30,                              June 30,
                                                             %                                      %
                                     2022        2021      Change         2022         2021       Change
Administrative employment costs    $ 37,604    $ 18,757     100.5 %     $ 
70,816    $  36,379      94.7 %
Utilities                             9,690       6,542      48.1 %        17,237       12,151      41.9 %
Property taxes                        9,549       7,780      22.7 %        19,020       17,179      10.7 %
Other                                42,441      28,286      50.0 %       

78,854 50,213 57.0 %
Total other hotel expenses $ 99,284 $ 61,365 61.8 % $ 185,927 $ 115,922 60.4 %



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
six months ended June 30, 2022, as compared to the same periods in 2021,
primarily due to an increase at Gaylord National, which reopened on July 1,
2021, as well as increases at each of our other Gaylord Hotels properties
associated with increased business levels. Utility costs increased during the
three months and six months ended June 30, 2022, as compared to the same periods
in 2021, primarily due to an increase at Gaylord National, which reopened on
July 1, 2021, as well as slight increases at our other Gaylord Hotels properties
associated with increased usage. Property taxes increased during the
three months and six months ended June 30, 2022, as compared to the 2021
periods, primarily due to an increase at Gaylord Palms as a result of increased
property taxes related to the 2021 expansion. Other expenses, which include
supplies, advertising, maintenance costs and consulting costs, increased during
the three months and six months ended June 30, 2022, as compared to the same
periods in 2021, primarily as a result of various increases at each of our
Gaylord Hotels properties.

Each of our management agreements with Marriott for our Gaylord Hotels
properties, excluding Gaylord Rockies, 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,
excluding Gaylord Rockies, calculated on a pooled basis. The Gaylord Rockies's
management agreement with Marriott requires Gaylord Rockies to pay a base
management fee of 3% of gross revenues for each fiscal year or portion thereof,
as well as an incentive management fee based on the profitability of the hotel.
In the three months ended June 30, 2022 and 2021, we incurred $9.0 million and
$2.9 million, respectively, and in the six months ended June 30, 2022 and 2021,
we incurred $14.6 million and $4.5 million, respectively, related to base
management fees for our Hospitality segment. In the three months ended June 30,
2022 and 2021, we incurred $3.0 million and $0, respectively, and in the six
months ended June 30, 2022 and 2021, we incurred $3.2 million and $0,
respectively, related to incentive management fees for our Hospitality segment.
Management fees are presented throughout this Quarterly Report on Form 10-Q net
of the amortization of the deferred management rights proceeds discussed in
Note 10, "Deferred Management Rights Proceeds," to the accompanying condensed
consolidated financial statements included herein.

Total Hospitality segment depreciation and amortization expense increased in the
three months and six months ended June 30, 2022, as compared to the same period
in 2021, primarily as a result of the expansion of Gaylord Palms and the rooms
renovation at Gaylord National and the associated increase in depreciable asset
levels.

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  Table of Contents
Property-Level Results. The following presents the property-level financial
results of our Hospitality segment for the three months and six months ended
June 30, 2022 and 2021. The Gaylord Hotels properties experienced higher levels
of attrition and cancellations and lower occupancy levels, which are directly
related to the COVID-19 pandemic, in the three months and six months ended June
30, 2021. Therefore, the property-level financial results for the three months
and six months ended June 30, 2021 are not comparable to historical periods or
the 2022 periods. Total revenue at each of our Gaylord Hotels properties was
lower than that of historical periods for the three months and six months ended
June 30, 2021 due to the COVID-19 pandemic. Operating costs at each of our
Gaylord Hotels properties were lower for the three months and six months ended
June 30, 2021 as a result of cost containment initiatives and lower variable
costs due to lower occupancies due to the COVID-19 pandemic.

Gaylord Opryland Results. The results of Gaylord Opryland for the three months
and six months ended June 30, 2022 and 2021 are as follows (in thousands,
except percentages and performance metrics):


                                         Three Months Ended                      Six Months Ended
                                              June 30,                               June 30,
                                                              %                                      %
                                     2022         2021      Change          2022         2021      Change
Revenues:
Rooms                              $  46,125    $ 22,832     102.0 %      $  76,531    $ 32,806     133.3 %
Food and beverage                     42,469      12,519     239.2 %         69,508      17,906     288.2 %
Other hotel revenue                   16,903       9,651      75.1 %         32,977      16,049     105.5 %
Total revenue                        105,497      45,002     134.4 %        179,016      66,761     168.1 %
Operating expenses:
Rooms                                 11,461       4,990     129.7 %         19,703       8,196     140.4 %
Food and beverage                     21,672       8,776     146.9 %         38,585      14,595     164.4 %
Other hotel expenses                  28,324      18,831      50.4 %         51,174      34,857      46.8 %
Management fees, net                   3,612         650     455.7 %          4,982         842     491.7 %
Depreciation and amortization          8,557       8,554       0.0 %         17,146      17,137       0.1 %
Total operating expenses (1)          73,626      41,801      76.1 %       
131,590      75,627      74.0 %
Performance metrics:
Occupancy                               75.1 %      40.2 %    34.9 pts         62.0 %      29.3 %    32.7 pts
ADR                                $  233.68    $ 216.09       8.1 %      $  236.06    $ 214.22      10.2 %
RevPAR                             $  175.51    $  86.88     102.0 %      $  146.41    $  62.76     133.3 %
Total RevPAR                       $  401.42    $ 171.23     134.4 %      $  342.46    $ 127.71     168.2 %

(1) Gaylord Opryland operating expenses do not include a gain on sale of assets

    of $0.3 million in the six months ended June 30, 2021.


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  Table of Contents

Gaylord Palms Results. Gaylord Palms results include 302 expansion rooms
beginning in June 2021. The results of Gaylord Palms for the three months and
six months ended June 30, 2022 and 2021 are as follows (in thousands,
except percentages and performance metrics):


                                          Three Months Ended                     Six Months Ended
                                              June 30,                               June 30,
                                                              %                                      %
                                      2022        2021      Change          2022         2021      Change
Revenues:
Rooms                               $ 27,012    $ 14,643      84.5 %      $  49,024    $ 20,589     138.1 %
Food and beverage                     32,046      13,056     145.5 %         59,442      16,774     254.4 %
Other hotel revenue                    9,231       5,003      84.5 %         19,671      10,456      88.1 %
Total revenue                         68,289      32,702     108.8 %        128,137      47,819     168.0 %
Operating expenses:
Rooms                                  5,556       3,001      85.1 %         10,047       4,654     115.9 %
Food and beverage                     16,823       8,109     107.5 %         30,862      11,683     164.2 %
Other hotel expenses                  20,317      13,178      54.2 %         39,135      24,394      60.4 %
Management fees, net                   1,809         515     251.3 %          2,899         684     323.8 %
Depreciation and amortization          5,566       5,302       5.0 %         11,118       9,426      18.0 %
Total operating expenses (1)          50,071      30,105      66.3 %       
 94,061      50,841      85.0 %
Performance metrics:
Occupancy                               74.6 %      52.2 %    22.4 pts         65.1 %      38.9 %    26.2 pts
ADR                                 $ 231.53    $ 199.63      16.0 %      $  241.99    $ 197.28      22.7 %
RevPAR                              $ 172.78    $ 104.17      65.9 %      $  157.65    $  76.82     105.2 %
Total RevPAR                        $ 436.80    $ 232.64      87.8 %      $  412.07    $ 178.42     131.0 %

Gaylord Palms operating expenses do not include preopening costs of $0.2
(1) million and $0.6 million in the three months and six months ended June 30,

    2021. See discussion of this item below.


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  Table of Contents

Gaylord Texan Results. The results of Gaylord Texan for the three months and six
months ended June 30, 2022 and 2021 are as follows (in thousands,
except percentages and performance metrics):


                                          Three Months Ended                     Six Months Ended
                                              June 30,                               June 30,
                                                              %                                      %
                                      2022        2021      Change          2022         2021      Change
Revenues:
Rooms                               $ 28,350    $ 14,672      93.2 %      $  49,258    $ 21,690     127.1 %
Food and beverage                     38,979      13,013     199.5 %         65,129      18,122     259.4 %
Other hotel revenue                   10,336       6,384      61.9 %         19,914      12,615      57.9 %
Total revenue                         77,665      34,069     128.0 %        134,301      52,427     156.2 %
Operating expenses:
Rooms                                  6,401       3,162     102.4 %         11,361       5,143     120.9 %
Food and beverage                     20,174       9,317     116.5 %         35,605      13,877     156.6 %
Other hotel expenses                  17,533      11,618      50.9 %         33,160      21,795      52.1 %
Management fees, net                   2,081         500     316.2 %          3,085         692     345.8 %
Depreciation and amortization          5,742       6,194     (7.3) %         12,440      12,423       0.1 %
Total operating expenses              51,931      30,791      68.7 %       
 95,651      53,930      77.4 %
Performance metrics:
Occupancy                               74.3 %      43.7 %    30.6 pts         66.1 %      33.2 %    32.9 pts
ADR                                 $ 231.22    $ 203.43      13.7 %      $  226.94    $ 198.82      14.1 %
RevPAR                              $ 171.74    $  88.88      93.2 %      $  150.02    $  66.06     127.1 %
Total RevPAR                        $ 470.48    $ 206.39     128.0 %      $  409.04    $ 159.68     156.2 %

Gaylord National Results. Gaylord National was closed from late March 2020 and
reopened July 1, 2021. The results of Gaylord National for the three months and
six months ended June 30, 2022 and 2021 are as follows (in thousands,
except percentages and performance metrics):

                                        Three Months Ended                        Six Months Ended
                                             June 30,                                 June 30,
                                                             %                                        %
                                   2022        2021       Change            2022         2021       Change
Revenues:
Rooms                            $ 29,317    $      -        100.0 %      $  43,281    $      -       100.0 %
Food and beverage                  36,316          34    106,711.8 %         50,869          57    89,143.9 %
Other hotel revenue                 6,590       2,277        189.4 %         10,660       3,511       203.6 %
Total revenue (1)                  72,223       2,311      3,025.2 %        104,810       3,568     2,837.5 %
Operating expenses:
Rooms                              10,132         835      1,113.4 %         17,482       1,035     1,589.1 %
Food and beverage                  18,955       1,149      1,549.7 %         31,415       1,588     1,878.3 %
Other hotel expenses               20,210       8,362        141.7 %         35,673      16,814       112.2 %
Management fees, net                1,242       (157)        891.1 %          1,692       (334)       606.6 %
Depreciation and amortization       8,860       7,173         23.5 %       
 16,999      14,039        21.1 %
Total operating expenses           59,399      17,362        242.1 %        103,261      33,142       211.6 %
Performance metrics:
Occupancy                            64.2 %         - %       64.2 pts         49.9 %         - %      49.9 pts
ADR                              $ 251.45    $      -        100.0 %      $  240.22    $      -       100.0 %
RevPAR                           $ 161.40    $      -        100.0 %      $  119.80    $      -       100.0 %
Total RevPAR                     $ 397.62    $  12.72      3,025.9 %      $  290.11    $   9.87     2,839.3 %


(1) Gaylord National revenue for the three months and six months ended June 30,

    2021 consists primarily of attrition and cancellation fee revenue.


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  Table of Contents

Gaylord Rockies Results. The results of Gaylord Rockies for the three months and
six months ended June 30, 2022 and 2021 are as follows (in thousands, except
percentages and performance metrics):

                                            Three Months Ended                     Six Months Ended
                                               June 30, 2022                           June 30,
                                                                 %                                     %
                                        2022        2021      Change          2022         2021      Change
Revenues:
Rooms                                 $ 24,648    $  7,019      251.2 %     $  35,942    $ 11,134     222.8 %
Food and beverage                       37,207       6,602      463.6 %        53,528      10,411     414.1 %
Other hotel revenue                      8,900       4,717       88.7 %        16,072       8,763      83.4 %
Total revenue                           70,755      18,338      285.8 %       105,542      30,308     248.2 %
Operating expenses:
Rooms                                    6,237       2,207      182.6 %        10,188       4,082     149.6 %
Food and beverage                       19,091       6,008      217.8 %        30,986      10,747     188.3 %
Other hotel expenses                    10,460       7,648       36.8 %        22,515      14,674      53.4 %
Management fees, net                     2,102         133    1,480.5 %         3,124         588     431.3 %
Depreciation and amortization           22,650      22,617        0.1 %    
   45,298      45,308     (0.0) %
Total operating expenses                60,540      38,613       56.8 %       112,111      75,399      48.7 %
Performance metrics:
Occupancy                                 76.6 %      25.7 %     50.9 pts        58.0 %      21.6 %    36.4 pts
ADR                                   $ 235.69    $ 199.69       18.0 %     $  228.22    $ 189.92      20.2 %
RevPAR                                $ 180.45    $  51.38      251.2 %     $  132.29    $  40.98     222.8 %
Total RevPAR                          $ 518.01    $ 134.25      285.9 %     $  388.48    $ 111.55     248.3 %


Entertainment Segment
Total Segment Results. Due to the COVID-19 pandemic, we temporarily closed our
Entertainment segment assets in mid-March 2020 and they did not return to full
capacity until May 2021. In addition, subsequent to the December 2020 downtown
Nashville bombing, the Wildhorse Saloon reopened in April 2021. Therefore,
Entertainment segment financial results for the three months and six months
ended June 30, 2022 are not comparable to the corresponding 2021 period and the
results for 2021 are not comparable to historical periods because of the
COVID-19 pandemic. The following presents the financial results of our
Entertainment segment for the three months and six months ended June 30, 2022
and 2021 (in thousands, except percentages):

                                        Three Months Ended                     Six Months Ended
                                            June 30,                               June 30,
                                                            %                                       %
                                    2022        2021      Change         2022         2021       Change
Revenues                          $ 68,402    $ 35,173      94.5 %     $ 106,426    $  49,546      114.8 %
Operating expenses                  45,670      25,639      78.1 %        77,401       44,330       74.6 %
Depreciation and amortization        4,492       3,621      24.1 %         8,044        7,222       11.4 %
Operating income (loss) (1)       $ 18,240    $  5,913     208.5 %     $  20,981    $ (2,006)    1,145.9 %


Entertainment segment operating income does not include preopening costs of
(1) $0.2 million and $0.5 million in the three months and six months ended June

    30, 2022, respectively. See discussion of this item below.


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  Table of Contents

Corporate and Other Segment

Total Segment Results. The following presents the financial results of our
Corporate and Other segment for the three months and six months ended June 30,
2022
and 2021 (in thousands, except percentages):

                                            Three Months Ended                     Six Months Ended
                                                 June 30,                             June 30,
                                                                  %                                     %
                                        2022         2021       Change       2022          2021       Change
Operating expenses (1)               $   12,417    $   8,978      38.3 %  $   21,974    $   16,506      33.1 %
Depreciation and amortization               207          565    (63.4) %   
     412         1,131    (63.6) %
Operating loss                       $ (12,624)    $ (9,543)    (32.3) %  $ (22,386)    $ (17,637)    (26.9) %

(1) Corporate segment operating expenses do not include a loss on sale of assets

of $0.5 million in the six months ended June 30, 2022.



Corporate and Other operating expenses consist primarily of costs associated
with senior management salaries and benefits, legal, human resources,
accounting, pension, information technology, consulting and other administrative
costs. Corporate and Other segment operating expenses increased in the three
months and six months ended June 30, 2022, as compared to the prior year
periods, primarily as a result of increased employment expenses.

Operating Results – Preopening Costs

Preopening costs during the three months and six months ended June 30, 2022
primarily include costs associated with Ole Red Nashville International Airport,
which was completed in May 2022. Preopening costs during the three months and
six months ended June 30, 2021 primarily include costs associated with the
Gaylord Palms expansion, which was completed in April 2021.

Operating Results – Gain (Loss) on Sale of Assets


Loss on sale of assets during the six months ended June 30, 2022 includes the
sale of a parcel of land in Nashville, Tennessee. Gain on sale of assets during
the six months ended June 30, 2021 includes the sale of certain assets at
Gaylord Opryland.

Non-Operating Results Affecting Net Income (Loss)

General

The following table summarizes the other factors which affected our net income
(loss) for the three months and six months ended June 30, 2022 and 2021 (in
thousands, except percentages):

                                          Three Months Ended                        Six Months Ended
                                              June 30,                                 June 30,
                                                                %                                        %
                                     2022         2021       Change           2022         2021       Change
Interest expense                  $   33,958    $  29,847       13.8 %     $   65,895    $  60,643        8.7 %
Interest income                        1,379        1,451      (5.0) %          2,760        2,821      (2.2) %
Loss on extinguishment of debt       (1,547)            -    (100.0) %        (1,547)      (2,949)       47.5 %
Loss from unconsolidated joint
ventures                             (3,001)      (1,910)     (57.1) %        (5,628)      (3,519)     (59.9) %
Other gains and (losses), net          (283)        (173)     (63.6) %            164          201     (18.4) %
Provision for income taxes          (17,634)      (1,623)    (986.5) %     
 (17,569)      (5,577)    (215.0) %


Interest Expense

Interest expense increased $4.1 million and $5.3 million during the three months
and six months ended June 30, 2022, respectively, as compared to the same
periods in 2021, due primarily to the new OEG Term Loan and the Block 21


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Table of Contents

CMBS loan, as well as the prior year including $1.5 million and $2.9 million,
respectively, in capitalized interest that did not recur in 2022.


Cash interest expense increased $2.3 million to $31.6 million in the
three months and increased $2.0 million to $61.4 million in the six months ended
June 30, 2022, as compared to the same periods in 2021. Non-cash interest
expense, which includes amortization and write-off of deferred financing costs
and is offset by capitalized interest, increased $1.8 million to $2.4 million in
the three months and increased $3.2 million to $4.5 million in the six months
ended June 30, 2022, as compared to the same periods in 2021.

Our weighted average interest rate on our borrowings, excluding capitalized
interest, but including the impact of interest rate swaps, was 4.5% and 4.3% for
the three months ended June 30, 2022 and 2021, respectively, and 4.4% and 4.5%
for the six months ended June 30, 2022 and 2021, respectively.

Interest Income

Interest income for the three months and six months ended June 30, 2022 and 2021
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 8, "Notes Receivable," to the accompanying condensed consolidated financial
statements included herein for additional discussion of interest income on these
bonds.

Loss on Extinguishment of Debt


As a result of our repayment of our $300 million term loan A with the proceeds
from the OEG Term Loan, we recognized a loss on extinguishment of debt of $1.5
million in the three months and six months ended June 30, 2022.

In February 2021, we commenced a cash tender offer for any and all outstanding
$400 million 5% senior notes due 2023 ("$400 Million 5% Senior Notes") at a
redemption price of $1,005.00 per $1,000 principal amount. Pursuant to the
tender offer, $161.9 million aggregate principal amount of these notes were
validly tendered. As a result of our purchase of these tendered notes, and the
subsequent redemption of all untendered $400 Million 5% Senior Notes, we
recognized a loss on extinguishment of debt of $2.9 million in the six months
ended June 30, 2021.

Loss from Unconsolidated Joint Ventures

The loss from unconsolidated joint ventures for the three months and six months
ended June 30, 2022 and 2021 represents our equity method share of losses
associated with Circle.

Other Gains and (Losses), net

Other gains and (losses), net for the three months and six months ended June 30,
2022
and 2021 represents various miscellaneous items.

Provision for Income Taxes


As a REIT, we generally are not 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 are required to pay federal and state
corporate income taxes on earnings of our TRSs.

For each of the three months and six months ended June 30, 2022, we recorded an
income tax provision of $17.6 million related to our TRSs.


For the three months and six months ended June 30, 2021, we recorded an income
tax provision of $1.6 million and $5.6 million, respectively. The income tax
provision for the six months ended June 30, 2021 includes the recording of a
valuation allowance of $3.6 million related to our reassessment of the
realizability of our deferred tax assets due to the impact of the COVID-19
pandemic.

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Non-GAAP Financial Measures

We present the following non-GAAP financial measures, which we believe are
useful to investors as key measures of our operating performance:

EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling
Interest in Consolidated Joint Venture Definition

We calculate EBITDAre, which is defined by the National Association of Real
Estate Investment Trusts ("NAREIT") in its September 2017 white paper as net
income (calculated in accordance with GAAP) plus interest expense, income tax
expense, depreciation and amortization, gains or losses on the disposition of
depreciated property (including gains or losses on change in control),
impairment write-downs of depreciated property and of investments in
unconsolidated affiliates caused by a decrease in the value of depreciated
property or the affiliate, and adjustments to reflect the entity's share of
EBITDAre of unconsolidated affiliates.

Adjusted EBITDAre is then calculated as EBITDAre, plus to the extent the
following adjustments occurred during the periods presented:

 ? Preopening costs;


 ? Non-cash lease expense;

? Equity-based compensation expense;

? Impairment charges that do not meet the NAREIT definition above;

? Credit losses on held-to-maturity securities;

? Any transactions costs of acquisitions;

? Loss on extinguishment of debt;

? Pension settlement charges;

? Pro rata adjusted EBITDAre from unconsolidated joint ventures; and

? Any other adjustments we have identified herein.

We then exclude the pro rata share of Adjusted EBITDAre related to
noncontrolling interests in consolidated joint ventures to calculate Adjusted
EBITDAre, Excluding Noncontrolling Interest in Consolidated Joint Venture.


We use EBITDAre, Adjusted EBITDAre and Adjusted EBITDAre, Excluding
Noncontrolling Interest in Consolidated Joint Venture to evaluate our operating
performance. We believe that the presentation of these non-GAAP financial
measures provides useful information to investors regarding our operating
performance and debt leverage metrics, and that the presentation of these
non-GAAP financial measures, when combined with the primary GAAP presentation of
net income, is beneficial to an investor's complete understanding of our
operating performance. We make additional adjustments to EBITDAre when
evaluating our performance because we believe that presenting Adjusted
EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest in
Consolidated Joint Venture provides useful information to investors regarding
our operating performance and debt leverage metrics.

FFO, Adjusted FFO, and Adjusted FFO available to common shareholders and unit
holders Definition




We calculate FFO, which definition is clarified by NAREIT in its December 2018
white paper as net income (calculated in accordance with GAAP) excluding
depreciation and amortization (excluding amortization of deferred financing
costs and debt discounts), gains and losses from the sale of certain real estate
assets, gains and losses from a change in control, impairment write-downs of
certain real estate assets and investments in entities when the impairment is
directly attributable to decreases in the value of depreciated real estate held
by the entity, income (loss) from consolidated joint ventures attributable to
noncontrolling interest, and pro rata adjustments for unconsolidated joint
ventures.

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To calculate Adjusted FFO available to common shareholders and unit holders, we
then exclude, to the extent the following adjustments occurred during the
periods presented:

? Right-of-use asset amortization;

? Impairment charges that do not meet the NAREIT definition above;

? Write-offs of deferred financing costs;

? Amortization of debt discounts or premiums and amortization of deferred

financing costs;

? Loss on extinguishment of debt;

? Non-cash lease expense;

? Credit loss on held-to-maturity securities;

? Pension settlement charges;

? Additional pro rata adjustments from unconsolidated joint ventures;

? (Gains) losses on other assets;

? Transactions costs on acquisitions;

? Deferred income tax expense (benefit); and

? Any other adjustments we have identified herein.



FFO available to common shareholders and unit holders and Adjusted FFO available
to common shareholders and unit holders exclude the ownership portion of the
Gaylord Rockies joint venture not controlled or owned by the Company.

We believe that the presentation of FFO available to common shareholders and
unit holders and Adjusted FFO available to common shareholders and unit holders
provides useful information to investors regarding the performance of our
ongoing operations because they are a measure of our operations without regard
to specified non-cash items such as real estate depreciation and amortization,
gain or loss on sale of assets and certain other items, which we believe are not
indicative of the performance of our underlying hotel properties. We believe
that these items are more representative of our asset base than our ongoing
operations. We also use these non-GAAP financial measures as measures in
determining our results after considering the impact of our capital structure.

We caution investors that amounts presented in accordance with our definitions
of Adjusted EBITDAre, Adjusted EBITDAre, Excluding Noncontrolling Interest, FFO
available to common shareholders and unit holders, and Adjusted FFO available to
common shareholders and unit holders may not be comparable to similar measures
disclosed by other companies, because not all companies calculate these non-GAAP
measures in the same manner. These non-GAAP financial measures, and any related
per share measures, should not be considered as alternative measures of our Net
Income (Loss), operating performance, cash flow or liquidity. These non-GAAP
financial measures may include funds that may not be available for our
discretionary use due to functional requirements to conserve funds for capital
expenditures and property acquisitions and other commitments and uncertainties.
Although we believe that these non-GAAP financial measures can enhance an
investor's understanding of our results of operations, these non-GAAP financial
measures, when viewed individually, are not necessarily better indicators of any
trend as compared to GAAP measures such as Net Income (Loss), Operating Income
(Loss), or cash flow from operations.

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The following is a reconciliation of our consolidated GAAP net income (loss) to
EBITDAre and Adjusted EBITDAre for the three months and six months ended June
30, 2022 and 2021 (in thousands):

                                                 Three Months Ended          Six Months Ended
                                                      June 30,                  June 30,
                                                 2022          2021        2022          2021
Net income (loss)                              $  50,924    $ (63,049)   $  26,127    $ (180,170)
Interest expense, net                             32,579        28,396      63,135         57,822
Provision for income taxes                        17,634         1,623      17,569          5,577
Depreciation and amortization                     56,715        54,673     112,743        107,988
(Gain) loss on sale of assets                      (142)             -         327          (317)
Pro rata EBITDAre from unconsolidated joint
ventures                                              23            19          45             34
EBITDAre                                         157,733        21,662     219,946        (9,066)
Preopening costs                                     221           217         525            616
Non-cash lease expense                             1,108         1,085       2,281          2,173
Equity-based compensation expense                  3,654         3,146       7,440          5,668
Pension settlement charge                            853           566         853            566
Interest income on Gaylord National bonds          1,339         1,404       2,679          2,725
Loss on extinguishment of debt                     1,547             -       1,547          2,949
Transaction costs of acquisitions                  1,170            75       1,348             75
Adjusted EBITDAre                                167,625        28,155     236,619          5,706
Adjusted EBITDAre of noncontrolling interest
in consolidated joint venture                    (1,131)           273     (1,131)          1,017
Adjusted EBITDAre, excluding noncontrolling
interest in consolidated joint venture         $ 166,494    $   28,428   $ 235,488    $     6,723


The following is a reconciliation of our consolidated GAAP net income (loss) to
FFO and Adjusted FFO for the three months and six months ended June 30, 2022 and
2021 (in thousands):

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