1040829--2/26/2010--GAYLORD_ENTERTAINMENT_CO

related topics

{debt, indebtedness, cash}

{cost, contract, operation}

{cost, regulation, environmental}

{property, intellectual, protect}

{provision, law, control}

{acquisition, growth, future}

{regulation, government, change}

{financial, litigation, operation}

{operation, natural, condition}

{regulation, change, law}

{loan, real, estate}

{stock, price, share}

{investment, property, distribution}

{personnel, key, retain}

{system, service, information}

{stock, price, operating}

{loss, insurance, financial}

The successful implementation of our business strategy depends on our ability to generate cash flows from our existing operations and other factors. Unanticipated costs of hotels we open in new markets may reduce our operating income. Our hotel developments, including our potential project in Mesa, Arizona, are subject to financing, timing, budgeting and other risks. There are significant risks associated with our future construction projects, which could adversely affect our financial condition, results of operations or cash flows from these planned projects. We may be unable to successfully complete acquisitions. Our real estate investments are subject to numerous risks. Our substantial debt could reduce our cash flow and limit our business activities. We will be required to refinance our credit facility by July 2012, and there is no assurance that we will be able to refinance our credit facility on acceptable terms. The agreements governing our debt, including our 6.75% senior notes and our senior credit facility, contain various covenants that limit our discretion in the operation of our business and could lead to acceleration of debt. We are a holding company and depend upon our subsidiaries cash flow to meet our debt service obligations. We are dependent on our four main hotel properties for the substantial majority of all of our revenue and cash flow. Our indebtedness is secured by a substantial portion of our assets. To service our debt and pay other obligations, we will require a significant amount of cash, which may not be available to us. Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business. Hospitality companies have been the target of class actions and other lawsuits alleging violations of federal and state law. If we fail to comply with privacy regulations, we could be subject to fines or other restrictions on our business. We could become subject to claims in connection with the 2007 sales of our interests in ResortQuest Mainland, ResortQuest Hawaii and Bass Pro Group, LLC. Our properties are subject to environmental regulations that could impose significant financial liability on us. The hospitality industry is heavily regulated, including with respect to food and beverage sales, employee relations and construction concerns, and compliance with these regulations could increase our costs and reduce our revenues and profits. Fluctuations in our operating results and other factors may result in decreases in our stock price. Conversion of our 3.75% convertible senior notes may dilute the ownership interests of our stockholders at the time of conversion, and our stock price may be impacted by note hedge and warrant transactions we entered into in connection with the issuance of the 3.75% convertible senior notes. Our certificate of incorporation and bylaws and Delaware law could make it difficult for a third party to acquire our company. Our issuance of preferred stock could adversely affect holders of our common stock and discourage a takeover. Any failure to attract, retain and integrate senior and managerial level executives could negatively impact our operations and development of our properties. We have certain minority equity interests over which we have no significant control, to or for which we may owe significant obligations and for which there is no readily available market, and these investments may not be profitable. The counterparties to our derivative financial agreements are various financial institutions, and we are subject to risks that these counterparties cannot or do not fulfill their obligations under these transactions. We are subject to risks relating to acts of God, terrorist activity and war. Changes in federal, state or, local tax law, interpretations of existing tax law or agreements with tax authorities could affect our profitability and financial condition by increasing our tax costs. Our results of operations could be adversely affected by increased costs if health care legislation is adopted. The efficient operation of our business is heavily dependent upon our information systems.

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1040829--2/26/2010--GAYLORD_ENTERTAINMENT_CO_/DE