Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)(1). Financial Statements.

Included in Part II of this Report:



VICI Properties Inc.:
	Report of Independent Registered Public Accounting Firm		57
	Consolidated Balance Sheet as of December 31, 2017		58
	Period from October 6 to December 31, 2017
		Consolidated Statement of Operations	59
		Consolidated Statement of Shareholders’ Equity	60
		Consolidated Statement of Cash Flows	61
	Notes to Consolidated Financial Statements		62
Caesars Entertainment Outdoor:
	Report of Independent Registered Public Accounting Firm		82
	Combined Balance Sheets as of October 5, 2017 and December 31, 2016		83
	Period from January 1 to October 5, 2017 and Years Ended December 31, 2016 and 2015
		Combined Statements of Operations	84
		Combined Statements of Equity	85
		Combined Statements of Cash Flows	86
	Notes to Combined Financial Statements		87
Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.:
	Report of Independent Registered Public Accounting Firm		96
	Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc. as of December 31, 2016		97
	Notes to Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.		98

(a)(2). Financial Statement Schedules.



VICI Properties Inc.:
	Schedule I - Condensed Financial Information of Registrant Parent Company Only - December 31, 2017	108
	Schedule III - Real Estate Assets and Accumulated Depreciation - December 31, 2017	112

(a)(3). Exhibits.



			Incorporated by Reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Exhibit	Filing Date
2.1	Third Amended Joint Plan of Reorganization of Caesars Entertainment Operating Company, Inc., et al., under Chapter 11 of the Bankruptcy Code, dated January 13, 2016.		T-3/A of VICI Properties 1 LLC	T3E-2	8/11/2017

2.2	Separation Agreement, dated as of October 6, 2017, between Caesars Entertainment Operating Company, Inc. and VICI Properties Inc.		8-K	2.1	10/11/2017

3.1	Articles of Amendment and Restatement of VICI Properties Inc.		8-K	3.1	10/11/2017



3.2	Amended and Restated Bylaws of VICI Properties Inc.	8-K	3.2	10/11/2017

4.1	Indenture, dated as of October 6, 2017, by and among VICI Properties 1 LLC, VICI FC Inc., the subsidiary guarantors party thereto from time to time, and UMB Bank, National Association, as trustee, governing the First-Priority Senior Secured Floating Rate Notes due 2022.	8-K	4.1	10/11/2017

4.2	Indenture, dated as of October 6, 2017, by and among VICI Properties 1 LLC, VICI FC Inc., the subsidiary guarantors party thereto from time to time, and UMB Bank, National Association, as trustee, governing the 8.0% Second-Priority Senior Secured Notes due 2023.	8-K	4.2	10/11/2017

4.3	Registration Rights Agreement, dated as of October 6, 2017, between VICI Properties Inc. and the holders named therein.	8-K	4.3	10/11/2017

4.4	Registration Rights Agreement, dated as of December 22, 2017, between VICI Properties Inc. and the other parties named therein.	S-11/A	4.5	1/17/2018

10.1	Lease (CPLV), dated as of October 6, 2017, by and among CPLV Property Owner LLC, Desert Palace LLC, Caesars Entertainment Operating Company, Inc. and CEOC, LLC, relating to the CPLV Facilities.	8-K	10.1	10/11/2017

10.2	Lease (Non-CPLV), dated as of October 6, 2017, by and among the entities listed on Schedules A and B thereto and CEOC, LLC, relating to the Non-CPLV Facilities.	8-K	10.2	10/11/2017

10.3	Lease (Joliet), dated as of October 6, 2017, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership, relating to the Joliet Facilities.	8-K	10.3	10/11/2017

10.4	Golf Course Use Agreement, dated as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, Grand Bear LLC, Caesars Enterprise Services, LLC, CEOC, LLC and, solely for purposes of Section 2.1(c) thereof, Caesars License Company, LLC.	8-K	10.4	10/11/2017

10.5	Management and Lease Support Agreement, dated as of October 6, 2017, by and among Desert Palace LLC, Caesars Entertainment Operating Company, Inc., CEOC, LLC, CPLV Manager, LLC, Caesars Entertainment Corporation, CPLV Property Owner LLC, and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the CPLV Facilities.	8-K	10.5	10/11/2017

10.6	Management and Lease Support Agreement, dated as of October 6, 2017, by and among CEOC, LLC, the entities listed therein, Non-CPLV Manager, LLC, Caesars Entertainment Corporation and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the Non-CPLV Facilities.	8-K	10.6	10/11/2017

10.7	Management and Lease Support Agreement, dated as of October 6, 2017, by and among Des Plaines Development Limited Partnership, Joliet Manager, LLC, Caesars Entertainment Corporation, Harrah’s Joliet Landco LLC and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC relating to the Joliet Facilities.	8-K	10.7	10/11/2017

10.8	Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s New Orleans.	8-K	10.9	10/11/2017



10.9	Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s Laughlin.	8-K	10.10	10/11/2017

10.10	Call Right Agreement, dated as of October 6, 2017, by and between VICI Properties L.P. and Caesars Entertainment Corporation relating to Harrah’s Atlantic City.	8-K	10.11	10/11/2017

10.11	Tax Matters Agreement, dated as of October 6, 2017, by and among Caesars Entertainment Corporation, CEOC, LLC, VICI Properties Inc., VICI Properties L.P. and CPLV Property Owner LLC.	8-K	10.12	10/11/2017

10.12	Loan Agreement, dated as of October 6, 2017, by and among CPLV Property Owner LLC, as borrower, JPMorgan Chase Bank, National Association, Barclays Bank PLC, Goldman Sachs Mortgage Company and Morgan Stanley Bank, N.A., as lenders, governing the CPLV CMBS Debt.	8-K	10.13	10/11/2017

10.13	Mezzanine C Loan Agreement, dated as of October 6, 2017, by and among CPLV Mezz 3 LLC, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the junior mezzanine debt.	8-K	10.14	10/11/2017

10.14	Mezzanine B Loan Agreement, dated as of October 6, 2017, by and among CPLV Mezz 2 LLC, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the intermediate mezzanine debt.	8-K	10.15	10/11/2017

10.15	Mezzanine A Loan Agreement, dated as of October 6, 2017, by and among CPLV Mezz 1 LLC, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the lenders party thereto, governing the senior mezzanine debt.	8-K	10.16	10/11/2017

10.16	Mandatory Conversion Implementation Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and CPLV Mezz 3 LLC.	8-K	10.17	10/11/2017

10.17	First Lien Credit Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC, as the Borrower, the lenders party thereto, and Wilmington Trust, National Association, as Administrative Agent.	8-K	10.18	10/11/2017

10.18	First Lien Intercreditor Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC and VICI FC Inc., as the Borrowers, Wilmington Trust, National Association, as Collateral Agent and Authorized Representative under the Credit Agreement, UMB Bank, National Association, as the Initial Other Authorized Representative, and each additional Authorized Representative from time to time party thereto.	8-K	10.19	10/11/2017

10.19	First Lien Collateral Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC, VICI FC Inc., each Subsidiary Party thereto, and Wilmington Trust, National Association, as Collateral Agent.	8-K	10.20	10/11/2017

10.20	Second Lien Intercreditor Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC and VICI FC Inc., as the Borrowers, Wilmington Trust, National Association, as Credit Agreement Agent, UMB Bank, National Association, as the Initial Other First Priority Lien Obligations Agent, and each Other First Priority Lien Obligations Agent from time to time party thereto.	8-K	10.21	10/11/2017



10.21	Second Lien Collateral Agreement, dated as of October 6, 2017, among VICI Properties 1 LLC, VICI FC Inc., each Subsidiary Party thereto, and UMB Bank, National Association, as Collateral Agent.		8-K	10.22	10/11/2017

10.22	Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.		8-K	10.23	10/11/2017

10.23	Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.		10	10.20	9/28/2017

10.24†	Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and Edward Pitoniak.		8-K	10.25	10/11/2017

10.25†	Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and John Payne.		8-K	10.26	10/11/2017

10.26†	Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and Mary E. Higgins.		8-K	10.27	10/11/2017

10.27†	VICI Properties Inc. 2017 Stock Incentive Plan.		8-K	10.28	10/11/2017

10.28	Purchase and Sale Agreement, dated as of November 29, 2017, by and between Harrah’s Las Vegas, LLC, a Nevada limited liability company, as seller, and Claudine Property Owner LLC, a Delaware limited liability company, as buyer.		8-K	10.1	11/30/2017

10.29	Purchase and Sale Agreement, dated as of November 29, 2017, by and between Vegas Development LLC, a Delaware limited liability company, as seller and Eastside Convention Center, LLC, a Delaware limited liability company, as buyer.		8-K	10.2	11/30/2017

10.30	Guaranty, made and entered into as of November 29, 2017 by VICI Properties I LLC, a Delaware limited liability company, as guarantor.		8-K	10.3	11/30/2017

10.31	Common Stock Purchase Agreement, dated as of November 29, 2017, between the Company and each purchaser, or the investment advisor or manager for one or more purchasers, identified on Schedule I thereto.		8-K	10.4	11/30/2017

10.32	Credit Agreement, dated as of December 22, 2017, among VICI Properties 1 LLC, as the borrower, Goldman Sachs Bank USA, as administrative agent and the other parties thereto.		8-K	10.1	12/26/2017

10.33	Amended and Restated Right of First Refusal Agreement, dated as of December 22, 2017, by and between Caesars Entertainment Corporation and VICI Properties L.P.		8-K	10.2	12/26/2017

10.34†	Employment Agreement, dated as of November 27, 2017, by and between VICI Properties Inc. and David Kieske.		S-11/A	10.32	1/17/2018

10.35†	Separation Agreement and Release, dated as of October 6, 2017, by and between VICI Properties Inc. and Mary E. Higgins.		S-11/A	10.33	1/17/2018

10.36	Guaranty of Lease as of the 22nd day of December, 2017, by and between Caesars Resort Collection, LLC and Claudine Propco, LLC.		S-11/A	10.36	1/17/2018

10.37	Amended and Restated Lease, dated as of December 22, 2017, by and among Claudine Propco, LLC and Harrah’s Las Vegas, LLC.		S-11/A	10.37	1/17/2018

10.38	Put-Call Agreement, dated as of December 22, 2017, by and among Claudine Propco LLC, Vegas Development Land Owner LLC and 3535 LV Newco, LLC.		S-11/A	10.38	1/17/2018

10.39†	Form of Restricted Stock Grant	X



21.1	Subsidiaries of VICI Properties Inc.	X

23.1	Consent of Deloitte & Touche LLP for VICI Properties Inc.	X

23.2	Consent of Deloitte & Touche LLP for Caesars Entertainment Outdoor	X

23.3	Consent of Deloitte & Touche LLP for Combined Statement of Investments of Real Estate Assets to be Contributed to VICI Properties Inc.	X

24.1	Power of Attorney (included on signature page)	X

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X

32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*

32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*

101.INS	XBRL Instance Document	X

101.SCH	XBRL Taxonomy Extension Schema Document	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X

Furnished herewith.

† Management contracts and compensation plans and arrangements.

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

VICI PROPERTIES INC.

CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)



	December 31, 2017
Assets
Cash and cash equivalents	$	119,117
Due from affiliates	57,573
Investment in subsidiaries	9,545,013
Total assets	$	9,721,703

Liabilities
Due to affiliates	155,001
Total liabilities	155,001

Shareholders’ equity
Common stock, $0.01 par value, 700,000,000 shares authorized and 300,278,939 shares issued and outstanding at December 31, 2017	3,003
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 12,000,000 shares issued and no shares outstanding at December 31, 2017	—
Additional paid in capital	9,563,417
Retained earnings	282
Total shareholders' equity	9,566,702
Total liabilities and shareholders’ equity	$	9,721,703

See accompanying Notes to Condensed Financial Information

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

VICI PROPERTIES INC.

CONDENSED STATEMENT OF OPERATIONS

(AMOUNTS IN THOUSANDS)



	Period from October 6 to December 31, 2017
Interest income	$	282

Income before income taxes	282
Income taxes	—
Net income	$	282

See accompanying Notes to Condensed Financial Information

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

VICI PROPERTIES INC.

CONDENSED STATEMENT OF CASH FLOWS

(AMOUNTS IN THOUSANDS)



	Period from October 6 to December 31, 2017
Cash flows from operating activities
Net income	$	282
Change in operating assets and liabilities:
Change in intercompany balances, net	98,813
Cash flows from operating activities	99,095

Cash flows from investing activities
Investment in subsidiary	(1,000,000		)
Cash flows used in investing activities	(1,000,000		)

Cash flows from financing activities
Proceeds from private placement of common stock	964,376
Mandatory debt conversion costs	(13		)
Cash flows provided by financing activities	964,363

Net increase in cash and cash equivalents	63,458
Cash, cash equivalents and restricted cash, beginning of period	55,659
Cash, cash equivalents and restricted cash, end of period	$	119,117

See accompanying Notes to Condensed Financial Information

Schedule I

CONDENSED FINANCIAL INFORMATION OF REGISTRANT PARENT COMPANY ONLY

VICI PROPERTIES INC.

NOTES TO CONDENSED FINANCIAL INFORMATION


1.	Background and Basis of Presentation

The condensed parent company financial information have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X, as the restricted net assets of VICI Properties Inc. and its subsidiaries exceed 25% of the consolidated net assets of VICI Properties Inc. and its subsidiaries (the “Company”). This information should be read in conjunction with the Company’s consolidated financial statements included elsewhere in this filing.


2.	Restricted net assets of subsidiaries

Certain of the Company’s subsidiaries have restrictions on their ability to pay dividends or make intercompany loans and advances pursuant to financing arrangements and regulatory restrictions. The amount of restricted net assets the Company’s consolidated subsidiaries held as of December 31, 2017 was approximately $1.5 billion.


3.	Commitments, contingencies, and long-term obligations

For a discussion of the Company’s commitments, contingencies, and long-term obligations under its senior secured credit facilities, see Note 11 of the Company’s consolidated financial statements.

SCHEDULE III

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

December 31, 2017

(in thousands)



			Acquisition Costs				Costs Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period
Description	Location	Encumbrances	Land and Improvements		Building and Improvements		Land and Improvements		Building and Improvements		Land and Improvements		Building and Improvements		Total (a)		Accumulated Depreciation		Date Acquired	Useful Life
Caesars Palace Land	Las Vegas, Nevada	(b) (c)	$	1,000,000	$	—	$	—	$	—	$	1,000,000	$	—	$	1,000,000	$	—	10/6/2017	N/A
Vacant Land Parcels	Various	(d)	110,400		—		—		—		110,400		—		110,400		—		10/6/2017	N/A
Eastside Property (c)	Las Vegas, Nevada		73,600		—		—		—		73,600		—		73,600		—		10/6/2017	N/A
			$	1,184,000	$	—	$	—	$	—	$	1,184,000	$	—	$	1,184,000	$	—

(a) As discussed further in Note 2 — Summary of Significant Accounting Policies, the Lease Agreements are bifurcated between operating leases and direct financing leases, resulting in land that is subject to operating lease treatment being recorded as a Real Estate Investments accounted for using the operating method on the Company's Balance Sheet and included in this Schedule III. Building assets that triggered direct financing lease treatment are recorded Investment in direct financing leases, net on the Company's Balance Sheet and are not included in this Schedule III.
(b) Pledged to secure obligations under the CPLV CMBS Debt
(c) Pledged to secure obligations under the Senior Secured Credit Facilities
(d) The transaction to sell the Eastside Property to a subsidiary of Caesars closed on December 22, 2017. Due to a put/call option on the land parcels, it was determined that the transaction does not meet the requirements of a completed sale for accounting purposes. As a result, we reclassified $73.6 million from Real estate investments accounted for using the operating method to Land.

A summary of activity for real estate assets and accumulated depreciation for the period October 6, 2017 through December 31, 2017 is as follows:



		Real Estate		Accumulated Depreciation
Balance as of October 6, 2017		$	1,184,000	$	—
	Additions	—		—
	Disposals	—		—
	Depreciation expense	—		—
Balance as of December 31, 2017		$	1,184,000	$	—

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