16. Information Concerning Guarantor and Non-Guarantor Subsidiaries

The 5% Senior Notes 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 $1 billion credit facility (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 5% Senior Notes.

The following condensed consolidating financial information includes certain allocations of revenues and expenses based on management’s best estimates, which are not necessarily indicative of financial position, results of operations and cash flows that these entities would have achieved on a stand-alone basis. As further described in Note 2, on October 1, 2012, the Company and its subsidiaries completed a restructuring of assets and operations in connection with the Company’s transition to a REIT. For purposes of presenting the condensed consolidating financial information, the results of the subsidiaries that own the hotel properties are reflected in the guarantor results for periods commencing October 1, 2012. The Operating Partnership was formed in 2012 and had no results prior to October 1, 2012.

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2013


(in thousands)	Parent Guarantor			Issuer			Guarantors		Non - Guarantors			Eliminations			Consolidated
ASSETS:
Property and equipment, net of accumulated depreciation	$	—		$	—		$	1,751,479	$	316,518		$	—		$	2,067,997
Cash and cash equivalents—unrestricted		—			714			—		60,865			—			61,579
Cash and cash equivalents—restricted		—			—			—		20,169			—			20,169
Notes receivable		—			—			—		148,350			—			148,350
Trade receivables, less allowance		—			—			—		51,796			(14	)		51,782
Deferred financing costs		—			19,306			—		—			—			19,306
Prepaid expenses and other assets		—			3			227,608		58,267			(230,432	)		55,446
Intercompany receivables, net		90,184			—			697,908		172,064			(960,156	)		—
Investments		2,061,253			2,767,163			526,644		436,828			(5,791,888	)		—

Total assets	$	2,151,437		$	2,787,186		$	3,203,639	$	1,264,857		$	(6,982,490	)	$	2,424,629

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	293,962		$	859,500		$	—	$	958		$	—		$	1,154,420
Accounts payable and accrued liabilities		(14	)		8,164			1,470		378,448			(230,729	)		157,339
Deferred income tax liabilities, net		6,528			(15	)		654		15,950			—			23,117
Deferred management rights proceeds		—			—			—		186,346			—			186,346
Dividends payable		25,780			—			—		—			—			25,780
Other liabilities		—			—			73,673		45,976			283			119,932
Intercompany payables, net		733,376			211,925			14,855		—			(960,156	)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—		—			—			—
Common stock		505			1			1		2,387			(2,389	)		505
Additional paid-in-capital		1,228,845			1,741,704			2,803,623		1,184,038			(5,729,365	)		1,228,845
Treasury stock		(7,766	)		—			—		—			—			(7,766	)
Accumulated deficit		(129,779	)		(34,093	)		309,363		(540,127	)		(60,134	)		(454,770	)
Accumulated other comprehensive loss		—			—			—		(9,119	)		—			(9,119	)

Total stockholders’ equity		1,091,805			1,707,612			3,112,987		637,179			(5,791,888	)		757,695

Total liabilities and stockholders’ equity	$	2,151,437		$	2,787,186		$	3,203,639	$	1,264,857		$	(6,982,490	)	$	2,424,629

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2012


(in thousands)	Parent Guarantor			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS:
Property and equipment ,net of accumulated depreciation	$	—		$	—		$	1,798,827		$	350,172		$	—		$	2,148,999
Cash and cash equivalents—unrestricted		—			—			(595	)		97,765			—			97,170
Cash and cash equivalents—restricted		—			—			—			6,210			—			6,210
Notes receivable		—			—			—			149,400			—			149,400
Trade receivables, less allowance		—			—			—			55,343			—			55,343
Deferred financing costs		—			11,347			—			—			—			11,347
Prepaid expenses and other assets		—			—			—			64,119			(137	)		63,982
Intercompany receivables, net		485,219			—			—			—			(485,219	)		—
Investments		1,202,809			2,771,696			1,208,937			450,261			(5,633,703	)		—

Total assets	$	1,688,028		$	2,783,043		$	3,007,169		$	1,173,270		$	(6,119,059	)	$	2,532,451

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Debt and capital lease obligations	$	485,219		$	545,000		$	—		$	1,644		$	—		$	1,031,863
Accounts payable and accrued liabilities		—			15,514			(1,535	)		201,981			(422	)		215,538
Deferred income tax liabilities, net		(386	)		(1,448	)		99,674			(8,902	)		—			88,938
Deferred management rights proceeds		—			—			—			189,269			—			189,269
Other liabilities		—			—			83,477			69,483			285			153,245
Intercompany payables, net		—			485,219			—			—			(485,219	)		—
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—			—			—			—			—
Common stock		526			—			—			2,388			(2,388	)		526
Additional paid-in-capital		1,250,975			1,741,704			2,803,618			1,184,041			(5,729,363	)		1,250,975
Treasury stock		(7,234	)		—			—			—			—			(7,234	)
Accumulated deficit		(41,072	)		(2,946	)		21,935			(442,031	)		98,048			(366,066	)
Accumulated other comprehensive loss		—			—			—			(24,603	)		—			(24,603	)

Total stockholders’ equity		1,203,195			1,738,758			2,825,553			719,795			(5,633,703	)		853,598

Total liabilities and stockholders’ equity	$	1,688,028		$	2,783,043		$	3,007,169		$	1,173,270		$	(6,119,059	)	$	2,532,451

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Year Ended December 31, 2013


(in thousands)	Parent Guarantor			Issuer			Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Rooms	$	—		$	—		$	—	$	357,313		$	—		$	357,313
Food and beverage		—			—			—		382,340			—			382,340
Other hotel revenue		—			—			266,971		152,802			(280,917	)		138,856
Opry and Attractions		—			—			—		76,805			(752	)		76,053

Total revenues		—			—			266,971		969,260			(281,669	)		954,562
Operating expenses:
Rooms		—			—			—		106,849			—			106,849
Food and beverage		—			—			—		237,153			—			237,153
Other hotel expenses		—			—			44,589		517,933			(267,370	)		295,152
Management fees		—			—			—		14,652			—			14,652

Total hotel operating expenses		—			—			44,589		876,587			(267,370	)		653,806
Opry and Attractions		—			—			—		56,662			(134	)		56,528
Corporate		12			1,751			—		24,529			—			26,292
Corporate overhead allocation		8,766			—			5,399		—			(14,165	)		—
REIT conversion costs		—			—			—		22,190			—			22,190
Casualty loss		—			—			—		54			—			54
Impairment and other charges (non-REITconversion costs)		—			—			2,537		439			—			2,976
Depreciation and amortization		—			—			59,539		56,989			—			116,528

Total operating expenses		8,778			1,751			112,064		1,037,450			(281,669	)		878,374

Operating income (loss)		(8,778	)		(1,751	)		154,907		(68,190	)		—			76,188

Interest expense, net of amounts capitalized		(28,775	)		(32,092	)		—		(49	)		—			(60,916	)
Interest income		—			—			—		12,267			—			12,267
Income from unconsolidated companies		—			—			—		10			—			10
Loss on extinguishment of debt		(4,181	)		—			—		—			—			(4,181	)
Other gains and (losses), net		—			—			—		2,447			—			2,447

Income (loss) before income taxes and discontinued operations		(41,734	)		(33,843	)		154,907		(53,515	)		—			25,815
(Provision) benefit for income taxes		1,902			2,695			132,521		(44,456	)		—			92,662
Equity in subsidiaries’ earnings, net		158,184			—			—		—			(158,184	)		—

Income (loss) from continuing operations		118,352			(31,148	)		287,428		(97,971	)		(158,184	)		118,477
Loss from discontinued operations, net of taxes		—			—			—		(125	)		—			(125	)

Net income (loss)	$	118,352		$	(31,148	)	$	287,428	$	(98,096	)	$	(158,184	)	$	118,352

Comprehensive income (loss)	$	133,836		$	(31,148	)	$	287,428	$	(82,612	)	$	(173,668	)	$	133,836

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Year Ended December 31, 2012


(in thousands)	Parent Guarantor			Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Rooms	$	—		$	—		$	—		$	365,611		$	—		$	365,611
Food and beverage		—			—			—			401,252			—			401,252
Other hotel revenue		6,281			—			66,211			149,393			(72,707	)		149,178
Opry and Attractions		—			—			—			71,279			(726	)		70,553

Total revenues		6,281			—			66,211			987,535			(73,433	)		986,594
Operating expenses:
Rooms		—			—			—			96,900			—			96,900
Food and beverage		—			—			—			242,739			—			242,739
Other hotel expenses		—			—			11,504			370,241			(67,102	)		314,643
Management fees		—			—			—			4,207			—			4,207

Total hotel operating expenses		—			—			11,504			714,087			(67,102	)		658,489
Opry and Attractions		—			—			—			52,208			(78	)		52,130
Corporate		19,790			—			—			27,086			—			46,876
Corporate overhead allocation		—			—			—			6,253			(6,253	)		—
REIT conversion costs		42,303			—			—			59,661			—			101,964
Casualty loss		429			—			—			429			—			858
Preopening costs		22			—			—			318			—			340
Depreciation and amortization		2,377			—			9,960			118,354			—			130,691

Total operating expenses		64,921			—			21,464			978,396			(73,433	)		991,348

Operating income (loss)		(58,640	)		—			44,747			9,139			—			(4,754	)

Interest expense, net of amounts capitalized		(54,896	)		(4,584	)		(10,841	)		(110,821	)		122,560			(58,582	)
Interest income		100,455			—			2,609			31,803			(122,560	)		12,307
Income from unconsolidated companies		—			—			—			109			—			109
Other gains and (losses), net		20,000			—			—			2,251			—			22,251

Income (loss) before income taxes and discontinued operations		6,919			(4,584	)		36,515			(67,519	)		—			(28,669	)
(Provision) benefit for income taxes		(12,311	)		1,638			(14,580	)		27,287			—			2,034
Equity in subsidiaries’ losses, net		(21,252	)		—			—			—			21,252			—

Income (loss) from continuing operations		(26,644	)		(2,946	)		21,935			(40,232	)		21,252			(26,635	)
Loss from discontinued operations, net of taxes		—			—			—			(9	)		—			(9	)

Net income (loss)	$	(26,644	)	$	(2,946	)	$	21,935		$	(40,241	)	$	21,252		$	(26,644	)

Comprehensive income (loss)	$	(15,216	)	$	(2,946	)	$	21,935		$	(40,241	)	$	21,252		$	(15,216	)

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

AND COMPREHENSIVE INCOME

For the Year Ended December 31, 2011


(in thousands)	Parent Guarantor			Issuer		Guarantors		Non- Guarantors			Eliminations			Consolidated
Revenues:
Rooms	$	—		$	—	$	—	$	351,567		$	—		$	351,567
Food and beverage		—			—		—		381,699			—			381,699
Other hotel revenue		6,064			—				153,492			(6,188	)		153,368
Opry and Attractions		—			—		—		66,132			(622	)		65,510

Total revenues		6,064			—		—		952,890			(6,810	)		952,144
Operating expenses:
Rooms		—			—		—		95,897			—			95,897
Food and beverage		—			—		—		235,193			—			235,193
Other hotel expenses		—			—				315,828			(743	)		315,085

Total hotel operating expenses		—			—		—		646,918			(743	)		646,175
Opry and Attractions		—			—		—		51,392			(28	)		51,364
Corporate		17,631			—		—		30,521			—			48,152
Corporate overhead allocation		—			—		—		6,039			(6,039	)		—
Casualty loss		336			—		—		889			—			1,225
Preopening costs		48			—		—		360			—			408
Depreciation and amortization		3,852			—		—		121,437			—			125,289

Total operating expenses		21,867			—		—		857,556			(6,810	)		872,613

Operating income (loss)		(15,803	)		—		—		95,334			—			79,531

Interest expense, net of amounts capitalized		(75,626	)		—		—		(120,851	)		121,804			(74,673	)
Interest income		103,686			—		—		30,578			(121,804	)		12,460
Income from unconsolidated companies		—			—		—		1,086			—			1,086
Other gains and (losses), net		(36	)		—		—		(880	)		—			(916	)

Income before income taxes and discontinued operations		12,221			—		—		5,267			—			17,488
Provision for income taxes		(2,743	)		—		—		(4,677	)		—			(7,420	)
Equity in subsidiaries’ earnings, net		699			—		—		—			(699	)		—

Income from continuing operations		10,177			—		—		590			(699	)		10,068
Income from discontinued operations, net of taxes		—			—		—		109			—			109

Net income	$	10,177		$	—	$	—	$	699		$	(699	)	$	10,177

Comprehensive income	$	2,235		$	—	$	—	$	699		$	(699	)	$	2,235

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2013


(in thousands)	Parent Guarantor		Issuer		Guarantors		Non-Guarantors		Eliminations		Consolidated
Net cash provided by (used in) continuing operating activities	$	422,624	$	(298,048)	$	(2,164)	$	15,193	$	—	$	137,605
Net cash provided by discontinued operating activities		—		—		—		94		—		94

Net cash provided by (used in) operating activities		422,624		(298,048)		(2,164)		15,287		—		137,699

Purchases of property and equipment		—		—		2,759		(39,718)		—		(36,959)
Collection of notes receivable		—		—		—		1,740		—		1,740
Increase in restricted cash and cash equivalents		—		—		—		(13,959)		—		(13,959)
Other investing activities		—		—		—		437		—		437

Net cash provided by (used in) investing activities — continuing operations		—		—		2,759		(51,500)		—		(48,741)
Net cash used in investing activities — discontinued operations		—		—		—		—		—		—

Net cash provided by (used in) investing activities		—		—		2,759		(51,500)		—		(48,741)

Net repayments under credit facility		—		(35,500)		—		—		—		(35,500)
Issuance of senior notes		—		350,000		—		—		—		350,000
Early redemption of senior notes		(152,180)		—		—		—		—		(152,180)
Repurchase and conversion of convertible notes		(99,222)		—		—		—				(99,222)
Deferred financing costs paid		—		(15,738)		—		—		—		(15,738)
Repurchase of Company stock for retirement		(100,028)		—		—		—		—		(100,028)
Payment of dividend		(76,424)		—		—		—		—		(76,424)
Proceeds from exercise of stock option and purchase plans		5,223		—		—		—		—		5,223
Excess tax benefit from stock-based compensation		7		—		—		—		—		7
Other financing activities, net		—		—		—		(687)		—		(687)

Net cash provided by (used in) financing activities — continuing operations		(422,624)		298,762		—		(687)		—		(124,549)
Net cash used in financing activities — discontinued operations		—		—		—		—		—		—

Net cash provided by (used in) financing activities		(422,624)		298,762		—		(687)		—		(124,549)

Net change in cash and cash equivalents		—		714		595		(36,900)		—		(35,591)
Cash and cash equivalents at beginning of period		—		—		(595)		97,765		—		97,170

Cash and cash equivalents at end of period	$	—	$	714	$	—	$	60,865	$	—	$	61,579

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2012


(in thousands)	Parent Guarantor			Issuer			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) continuing operating activities	$	67,789		$	120,000		$	(490	)	$	(10,905	)	$	—	$	176,394
Net cash provided by discontinued operating activities		—			—			—			76			—		76

Net cash provided by (used in) operating activities		67,789			120,000			(490	)		(10,829	)		—		176,470

Purchases of property and equipment		(7,362	)		—			(105	)		(87,766	)		—		(95,233	)
Sale of management rights and intellectual property		20,000			—			—			190,000			—		210,000
Collection of notes receivable		—			—			—			4,480			—		4,480
Increase in restricted cash and cash equivalents		—			—			—			(5,060	)		—		(5,060	)
Other investing activities		—			—			—			869			—		869

Net cash provided by (used in) investing activities — continuing operations		12,638			—			(105	)		102,523			—		115,056
Net cash used in investing activities — discontinued operations		—			—			—			—			—		—

Net cash provided by (used in) investing activities		12,638			—			(105	)		102,523			—		115,056

Net borrowings (repayments) under credit facility		65,000			(120,000	)		—			—			—		(55,000	)
Deferred financing costs paid		(376	)		—			—			—			—		(376	)
Proceeds from the issuance of common stock		32,722			—			—			—			—		32,722
Repurchase of Company stock for retirement		(185,400	)		—			—			—			—		(185,400	)
Payment of dividend		(62,007	)		—			—			—			—		(62,007	)
Proceeds from exercise of stock option and purchase plans		25,336			—			—			—			—		25,336
Excess tax benefit from stock-based compensation		6,736			—			—			—			—		6,736
Other financing activities, net		—			—			—			(755	)		—		(755	)

Net cash used in financing activities — continuing operations		(117,989	)		(120,000	)		—			(755	)		—		(238,744	)
Net cash used in financing activities — discontinued operations		—			—			—			—			—		—

Net cash used in financing activities		(117,989	)		(120,000	)		—			(755	)		—		(238,744	)

Net change in cash and cash equivalents		(37,562	)		—			(595	)		90,939			—		52,782
Cash and cash equivalents at beginning of period		37,562			—			—			6,826			—		44,388

Cash and cash equivalents at end of period	$	—		$	—		$	(595	)	$	97,765		$	—	$	97,170

RYMAN HOSPITALITY PROPERTIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2011


(in thousands)	Parent Guarantor			Issuer		Guarantors		Non-Guarantors			Eliminations		Consolidated
Net cash provided by continuing operating activities	$	31,002		$	—	$	—	$	122,902		$	—	$	153,904
Net cash provided by discontinued operating activities		—			—		—		15			—		15

Net cash provided by operating activities		31,002			—		—		122,917			—		153,919

Purchases of property and equipment		(6,110	)		—		—		(126,482	)		—		(132,592	)
Collection of notes receivable		—			—		—		2,465			—		2,465
Other investing activities		3			—		—		1,845			—		1,848

Net cash used in investing activities — continuing operations		(6,107	)		—		—		(122,172	)		—		(128,279	)
Net cash used in investing activities — discontinued operations		—			—		—		—			—		—

Net cash provided by (used in) investing activities		(6,107	)		—		—		(122,172	)		—		(128,279	)

Net repayments under credit facility		(100,000	)		—		—		—			—		(100,000	)
Deferred financing costs paid		(10,074	)		—		—		—			—		(10,074	)
Proceeds from exercise of stock option and purchase plans		4,828			—		—		—			—		4,828
Other financing activities, net		—			—		—		(404	)		—		(404	)

Net cash used in financing activities — continuing operations		(105,246	)		—		—		(404	)		—		(105,650	)
Net cash used in financing activities — discontinued operations		—			—		—		—			—		—

Net cash used in financing activities		(105,246	)		—		—		(404	)		—		(105,650	)

Net change in cash and cash equivalents		(80,351	)		—		—		341			—		(80,010	)
Cash and cash equivalents at beginning of period		117,913			—		—		6,485			—		124,398

Cash and cash equivalents at end of period	$	37,562		$	—	$	—	$	6,826		$	—	$	44,388