VICI Properties 10-K 2018-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ________ to _________

Commission file number: 000-55791

________________________________________________

VICI PROPERTIES INC.

(Exact name of registrant as specified in its charter)

________________________________________________

Maryland		81-4177147
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

430 Park Avenue, 8th Floor New York, New York 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 949-4631

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class		Name of each exchange on which registered
Common stock, $0.01 par value		New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $7.6 billion, based on the closing price of the common stock as reported on the NYSE on that date.

As of February 11, 2019, the registrant had 404,726,821 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement relating to the 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the calendar year to which this report relates, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.

	TABLE OF CONTENTS	Page
Part I
	Item 1 – Business	1
	Item 1A – Risk Factors	20
	Item 1B – Unresolved Staff Comments	40
	Item 2 – Properties	40
	Item 3 – Legal Proceedings	40
	Item 4 – Mine Safety Disclosures	40
Part II
	Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
	Item 6 – Selected Financial Data	43
	Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
	Item 7A – Quantitative and Qualitative Disclosures About Market Risk	57
	Item 8 – Financial Statements and Supplementary Data	58
	Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
	Item 9A – Controls and Procedures	58
	Item 9B – Other Information	59
Part III
	Item 10 – Directors, Executive Officers and Corporate Governance	60
	Item 11 – Executive Compensation	60
	Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	60
	Item 13 – Certain Relationships and Related Transactions, and Director Independence	60
	Item 14 – Principal Accounting Fees and Services	60
Part IV
	Item 15 – Exhibits and Financial Statement Schedules	61
	Item 16 – Form 10-K Summary	66
Signatures		67
Index to Consolidated Financial Statements and Schedules		F - 1

PART I

In this Annual Report on Form 10-K, the words “VICI,” the “Company,” “we,” “our,” and “us” refer to VICI Properties Inc. and its subsidiaries, on a consolidated basis, unless otherwise stated or the context requires otherwise.

We refer to (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheet,” (iii) our Consolidated Statements of Operations and Comprehensive Income as our “Statement of Operations,” and (iv) our Consolidated Statement of Cash Flows as our “Statement of Cash Flows.” References to numbered “Notes” refer to the Notes to our Consolidated Financial Statements.

“Caesars” refers to Caesars Entertainment Corporation, a Delaware corporation, and its subsidiaries.

“Caesars Entertainment Outdoor” refers to the historical operations of the golf courses that were transferred from CEOC to VICI Golf on the Formation Date.

“Caesars Lease Agreements” refer collectively to the CPLV Lease Agreement, the Non-CPLV Lease Agreement, the Joliet Lease Agreement and the HLV Lease Agreement, unless the context otherwise requires.

“CEOC” refers to Caesars Entertainment Operating Company, Inc., a Delaware corporation, and its subsidiaries, prior to the Formation Date, and following the Formation Date, CEOC, LLC, a Delaware limited liability company and its subsidiaries. CEOC is a subsidiary of Caesars.

“CPLV CMBS Debt” refers to $1.55 billion of asset-level real estate mortgage financing of Caesars Palace Las Vegas, incurred by a subsidiary of the Operating Partnership on October 6, 2017.

“CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time.

“CRC” refers to Caesars Resort Collection, LLC, a Delaware limited liability company which is a subsidiary of Caesars.

“Eastside Property” refers to 18.4 acres of property located in Las Vegas, Nevada, east of Harrah’s Las Vegas that we sold to Caesars in December, 2017.

“Formation Date” refers to October 6, 2017.

“Formation Lease Agreements” refers to the CPLV Lease Agreement, the Joliet Lease Agreement and the Non-CPLV Lease Agreement, collectively.

“Greektown” refers to the real estate assets associated with the Greektown Casino-Hotel, located in Detroit, Michigan. On November 13, 2018, we entered into definitive agreements to acquire all of the land and real estate assets associated with Greektown,

“HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time.

“Joliet Lease Agreement” refers to the lease agreement for the facilities in Joliet, Illinois, as amended from time to time.

“Lease Agreements” refer collectively to the Caesars Lease Agreements and the Margaritaville Lease Agreement, unless the context otherwise requires.

“Margaritaville Lease Agreement” refers to the lease agreement for Margaritaville Resort Casino.

“Margaritaville Resort Casino” refers to the real estate of Margaritaville Resort Casino, located in Bossier City, Louisiana, which we purchased on January 2, 2019.

“Non-CPLV Lease Agreement” refers to the lease agreement for the regional properties leased to Caesars other than the facilities in Joliet, Illinois, as amended from time to time.

The “Operating Partnership” refers to VICI Properties L.P., a Delaware limited partnership and a wholly owned subsidiary of VICI.

“Penn National” refers to Penn National Gaming, Inc. and its subsidiaries.

“Revolving Credit Facility” refers to the five-year first lien revolving credit facility entered into by VICI PropCo in December 2017.

“Second Lien Notes” refers to $766.9 million aggregate principal amount of 8.0% second priority senior secured notes due 2023 issued by a subsidiary of the Operating Partnership in October 2017, of which approximately $498.5 million aggregate principal amount remains outstanding.

“Term Loan B Facility” refers to the seven-year senior secured first lien term loan B facility entered into by VICI PropCo in December 2017.

“VICI Golf” refers to VICI Golf LLC, a Delaware limited liability company that is the owner and operator of the Caesars Entertainment Outdoor business.

“VICI PropCo” or “PropCo” refers to VICI Properties 1 LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of VICI.

We are an owner and acquirer of experiential real estate assets across leading gaming, hospitality, entertainment and leisure destinations. Our national, geographically diverse portfolio currently consists of 22 market leading properties, including Caesars Palace Las Vegas and Harrah’s Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip. Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across approximately 39 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in ten states, contain approximately 14,800 hotel rooms and feature over 150 restaurants, bars and nightclubs.

Our portfolio also includes approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. We also own and operate four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We believe we have a mutually beneficial relationship with Caesars and Penn National, both of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net Lease Agreements with subsidiaries of Caesars and Penn National provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth. As a growth focused public real estate company, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. In addition, given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions to augment growth.

We have elected to be taxed as a real estate investment trust (“REIT”) for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017. We believe our election of REIT status combined with the income generation from the Lease Agreements will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth.

Our Competitive Strengths

We believe the following strengths effectively position us to execute our business and growth strategies:

Leading portfolio of high-quality experiential gaming, hospitality, entertainment and leisure assets.

Our portfolio features Caesars Palace Las Vegas and Harrah’s Las Vegas and market-leading urban, destination and regional properties with significant scale. Our properties are well-maintained and leased to leading brands, such as Caesars, Horseshoe, Harrah’s, Bally’s and Margaritaville. These brands seek to drive loyalty and value with guests through superior service and products and continuous innovation. Our portfolio benefits from its strong mix of demand generators, including casinos, guest rooms, restaurants, entertainment facilities, bars and nightclubs and convention space. We believe our properties are well-insulated from incremental competition as a result of high replacement costs, as well as regulatory restrictions and long-lead times for new development. The high quality of our properties appeals to a broad base of customers, stimulating traffic and visitation.

Our portfolio is anchored by our Las Vegas properties, Caesars Palace Las Vegas and Harrah’s Las Vegas, which are located at the center of the Strip. We believe Las Vegas is a market characterized by steady economic growth and high consumer and business demand with limited new supply. Our Las Vegas properties, which are two of the most iconic entertainment facilities in Las Vegas, feature gaming entertainment, large-scale hotels, extensive food and beverage options, state-of-the-art convention facilities, retail outlets and entertainment showrooms.

Our portfolio also includes market-leading regional resorts and destinations that we believe are benefiting from significant invested capital over recent years. The regional properties we own include award-winning land-based and dockside casinos, hotels and entertainment facilities that are market leaders within their respective regions. The properties operate primarily under the Caesars, Harrah’s, Horseshoe, Bally’s and Margaritaville trademark and brand names, which, in many instances, have market-leading brand recognition.

Under the terms of the Lease Agreements, the tenants are required to continue to invest in the properties, which we believe will enhance the value of our properties.

Our properties feature diversified sources of revenue on both a business and geographic basis.

Our portfolio includes 22 geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) nationally. This diversity reduces our exposure to adverse events that may affect any single market. This also allows our tenants to derive multiple revenue streams from an economically diverse set of customers and services to such customers. These include gaming, food and beverage, entertainment, hospitality and other sources of revenue. We believe that this geographic diversity and the diversity of revenue sources that our tenants derive from our leased properties improves the stability of rental revenue.

Our long-term Lease Agreements provide a highly predictable base level of rent with embedded growth potential.

Our properties are 100% occupied pursuant to our long-term triple-net Lease Agreements with subsidiaries of Caesars and Penn National, providing us with a predictable level of rental revenue to support future cash distributions to our stockholders.

All of our casino resort properties are established assets with extensive operating histories. Based on historical performance of the properties, we expect that the properties will generate sufficient revenues for Caesars’ and Penn National’s subsidiaries to pay to us all rent due under the Lease Agreements.

We believe our relationship with Caesars and Penn National, including our contractual agreements with them and their applicable subsidiaries, will continue to drive significant benefits and mutual alignment of strategic interests in the future.

Caesars or CRC guarantees the payment obligations of our tenants under the Caesars Lease Agreements and Penn National guarantees the payment obligations of our tenant under the Margaritaville Lease Agreement.

All of our existing properties are leased to subsidiaries of Caesars or Penn National. Caesars guarantees the payment obligations of our tenants under the Formation Lease Agreements, CRC, a subsidiary of Caesars, guarantees the payment obligations of our tenant under the HLV Lease Agreement and Penn National guarantees the payment obligations of our tenant under the Margaritaville Lease Agreement.

In addition to the properties leased from us, Caesars and Penn National operate numerous other casino resorts, collectively comprising a nationally recognized portfolio of brands. With respect to Caesars these include Caesars, Harrah’s, Horseshoe and Bally’s, and Caesars operate

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You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below. The risks and uncertainties described below are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that, as of the date of this Annual Report on Form 10-K, we deem immaterial may also harm our business. Some statements included in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Operations

We are and will be significantly dependent on Caesars and Penn National and their respective subsidiaries unless or until we substantially diversify our portfolio and an event that has a material adverse effect on either of their respective businesses, financial condition, liquidity, results of operations or prospects could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We depend on our tenants to operate the properties that we own in a manner that generates revenues sufficient to allow the tenants to meet their obligations to us. Substantially all of our revenue is from our leases with subsidiaries of Caesars and Penn National. Because these master leases are triple-net leases, we depend on the tenants to pay substantially all insurance, taxes, utilities and maintenance and repair expenses in connection with these leased properties and to indemnify, defend, and hold us harmless from and against various claims, litigation, and liabilities arising in connection with their businesses. See “Item 1 - Business.” There can be no assurance that the tenants will have sufficient assets, income or access to financing to enable them to satisfy their payment and other obligations under their leases with us, or that the applicable guarantor will be able to satisfy its guarantee of the applicable tenant’s obligations under the Lease Agreements.

The tenants and applicable guarantors rely on the properties they or their respective subsidiaries own and/or operate for income to satisfy their obligations, including their debt service requirements and lease payments due to us under the Lease Agreements or to others under other lease agreements. If income from these properties were to decline for any reason, or if Caesars’ or Penn National’s debt service requirements were to increase for any reason or if their creditworthiness were to become impaired for other reasons, a tenant or the applicable guarantor may become unable or unwilling to satisfy its payment and other obligations under their leases with us. The inability or unwillingness of either Caesars or Penn National to meet their respective subsidiaries’ payment and other obligations under the leases, in each case, could materially and adversely affect our business, financial condition, liquidity, results of operations and prospects, including our ability to make distributions to our stockholders.

Due to our dependence on rental payments from subsidiaries of Caesars and Penn National as our primary source of revenue, we may be limited in our ability to enforce our rights under the leases or to terminate the applicable lease with respect to any particular property. Failure by the tenants to comply with the terms of their respective leases or to comply with the gaming regulations to which the leased properties are subject could require us to find another tenant for such property, to the extent possible, and there could be a decrease or cessation of rental payments by the tenants. In such event, we may be unable to locate a suitable, credit-worthy tenant at similar rental rates or at all, which would have the effect of reducing our rental revenues and could have a material adverse effect on us.

Because a concentrated portion of our revenues are generated from the Strip, we are subject to greater risks than a company that is more geographically diversified.

Our properties on the Las Vegas Strip generated approximately 36% of our lease revenue for the year ended December 31, 2018. Therefore, our business may be significantly affected by risks common to the Las Vegas tourism industry. For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las Vegas can adversely affect the business of our tenants. We cannot control the number or frequency of flights to or from Las Vegas, but the tenants rely on air traffic for a significant portion of their visitors. Reductions in flights by major airlines as a result of higher fuel prices or lower demand can impact the number of visitors to our properties. Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of the customers that frequent our properties reside. Capacity constraints of that highway or any other traffic disruptions may also affect the number of customers who visit our facilities. Moreover, due to the importance of our two properties on the Strip, we may be disproportionately affected by general risks such as acts of terrorism, natural disasters, including major fires, floods and earthquakes, and severe or inclement weather, should such developments occur in or nearby Las Vegas.

Caesars and its subsidiaries are party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating condition.

Caesars and/or its subsidiaries entered into certain leasing and financial commitments, evidenced by agreements, with us. See Item 1 - “Business - Our Relationship with Caesars” for additional information regarding such agreements.

Caesars is obligated to pay us in the aggregate approximately $4.2 billion in fixed annual rents and golf course membership fees over the next five years of the respective Caesars Lease Agreements, subject to certain escalators and adjustments. If Caesars’ businesses and properties fail to generate sufficient earnings, the applicable tenants, Caesars and/or CRC may be unable to satisfy their respective obligations under the Lease Agreements or the related guarantees, respectively. Additionally, these obligations may limit their ability to make investments to maintain and grow their portfolio of businesses and properties, which may adversely affect their competitiveness and ability to satisfy their obligations to us.

Subsidiaries of Caesars are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, the Caesars Lease Agreements, which could adversely affect Caesars’ ability to fund their operations or development projects, raise capital, make acquisitions, and otherwise respond to competitive and economic changes and its ability to satisfy its payment obligations to us under the Lease Agreements and the related guarantees.

Subsidiaries of Caesars are required to pay a significant portion of their cash flow from operations to us pursuant to, and subject to the terms and conditions of, the Caesars Lease Agreements. See Item 1 “Business - Caesars Lease Agreements - Overview” and Item 1 “Business - Our Relationship with Caesars.” As a result of this commitment, Caesars’ ability to fund its operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected, which could adversely affect the ability of the applicable tenants to satisfy their obl

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None.

Our geographically diverse portfolio consists of 22 market-leading properties that are leased to Caesars and Penn National, including Caesars Palace Las Vegas and Harrah’s Las Vegas, two of the most iconic entertainment facilities on the Las Vegas Strip, approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars and four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

Our properties secure our long-term debt. See Note 9 — Debt to our Consolidated Financial Statements for additional information.

See Item 1 “Business-Our Properties” for further information pertaining to our properties.

In the ordinary course of business, from time to time, we may be subject to legal claims and administrative proceedings. As of December 31, 2018, we are not subject to any litigation that we believe could have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, liquidity or cash flows.

Not applicable.

PART II

Market Information

On February 1, 2018, in connection with our initial registered public offering, our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “VICI.”

Holders

As of February 11, 2019, there were 404,726,821 shares of common stock issued and outstanding that were held by approximately 47 stockholders of record, not including beneficial owners of shares registered in nominee or street name.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. We cannot assure you that our estimated distributions will be made or sustained or that our board of directors will not change our distribution policy in the future. Any distributions will be at the sole discretion of our board of directors, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as our board of directors deems relevant. For more information regarding risk factors that could materially and adversely affect us and our ability to make cash distributions, see Item 1A “Risk Factors.” If our operations do not generate sufficient cash flow to enable us to pay our intended or required distributions, we may be required either to fund distributions from working capital, borrow or raise equity or to reduce such distributions. In addition, our charter allows us to issue preferred stock that could have a preference on distributions and could limit our ability to make distributions to our common stockholders. Additionally, under certain circumstances, agreements relating to our indebtedness could limit our ability to make distributions to our common stockholders.

Federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income (with certain adjustments), determined without regard to the dividends paid deduction and excluding any net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains. In addition, a REIT will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions it makes in a calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.

We intend to make distributions to our stockholders to comply with the REIT requirements of the Code and to avoid or otherwise minimize paying entity level Federal or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP. In particular, during the first several years of the leases, under the terms of the Formation Lease Agreements, rental income will be allocated for tax purposes generally in an amount greater than cash rents. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

Recent Sales of Unregistered Securities

We did not sell any unregistered equity securities during the year ended December 31, 2018.

Issuer Repurchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended December 31, 2018.

Registered Offering of Securities - Use of Proceeds

On January 31, 2018, our Registration Statement on Form S-11, as amended (Commission File No. 333-221997) and our Registration Statement on Form S-11MEF (Commission File No. 333-222806) were declared effective by the SEC, pursuant to which we sold a total of 69,575,000 shares of our common stock at a price per share of $20.00, for an aggregate offering price

of $1.3915 billion (the “Offering”) before fees, expenses and commissions. Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as principal representatives of the underwriters in the Offering. The Offering was completed on February 5, 2018, after sales of all 69,575,000 shares of common stock (inclusive of the full exercise by the underwriters of their overallotment option to purchase 9,075,000 additional shares of common stock). There was no material change in the planned use of proceeds from the Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on February 2, 2018, except that we deployed the remaining proceeds as follows: (i) on July 11, 2018, we utilized $507.5 million of the offering proceeds to purchase Octavius Tower; (ii) on December 26, 2018 we utilized $82.5 million of the offering proceeds to purchase Harrah’s Philadelphia; and (iii) on January 2, 2019 we utilized $261.1 million of the offering proceeds to purchase Margaritaville Resort Casino.

Stock Performance Graph

The graph below matches VICI Properties’ cumulative total stockholder return for the period from October 18, 2017 to December 31, 2018 on common stock with the cumulative total returns of the S&P 500 index and the FTSE NAREIT Equity REITs index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from October 18, 2017 the first date on which our shares of common stock were publicly traded, until December 31, 2018. The return shown on the graph is not necessarily indicative of future performance.

The following performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into a filing.

Company / Index		10/18/2017				12/31/17				3/31/18				6/30/18				9/30/18				12/31/18
VICI Properties Inc		$	100.0			$	110.8			$	99.0			$	111.6			$	116.9			$	101.5
MSCI US REIT Index		$	100.0			$	98.8			$	89.9			$	97.8			$	97.9			$	90.3
S&P 500		$	100.0			$	104.4			$	103.1			$	106.1			$	113.8			$	97.9

The following selected financial data is derived from our Financial Statements. It should be read in conjunction with the Financial Statements and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

(In thousands, except share and per share data)	Year Ended December 31, 2018				Period from October 6, 2017 to December 31, 2017*
Statement of Operations:
Revenues	$	897,977			$	187,609
Total operating expenses	140,023				43,413
Operating income	757,954				144,196
Interest expense	(212,663		)		(63,354		)
Loss from extinguishment of debt	(23,040		)		(38,488		)
Income before income taxes	533,558				42,636
Income tax (expense) benefit	(1,441		)		1,901
Net income	532,117				44,537
Net income attributable to common stockholders	523,619				42,662
Per share data:
Net income per common share - Basic	$	1.43			$	0.19
Net income per common share - Diluted	$	1.43			$	0.19
Cash dividends declared	$	0.9975			$	—
Other Data:
Net cash provided by operating activities	$	504,082			$	129,440
Net cash used in investing activities	(1,140,877		)		(1,136,251		)
Net cash provided by financing activities	1,037,836				1,148,446
	As of December 31,
Financial Position Data:	2018				2017
Cash and cash equivalents	$	577,883			$	183,646
Restricted cash	20,564				13,760
Short-term investments	520,877				—
Total assets	11,333,368				9,739,712
Debt, net	4,122,264				4,785,756
Non-controlling interests	83,573				84,875
Stockholders’ equity	6,901,022				4,776,364

_____________________________

*****Represents the period from October 6, 2017, the date of the Company’s Formation, through December 31, 2017

The following table sets forth the selected historical combined financial data of Caesars Entertainment Outdoor as our predecessor, the operations of which were contributed to VICI Golf on the Formation Date. These operations are comprised of: (i) the Rio Secco golf course in Henderson, Nevada; (ii) the Cascata golf course in Boulder City, Nevada; (iii) the Grand Bear golf course in Saucier, Mississippi; and (iv) the Chariot Run golf course in Laconia, Indiana. The following selected financial is derived from the historical combined financial statements of Caesars Entertainment Outdoor, our predecessor. It should be read in conjunction with the Financial Statements and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

	Period from January 1, 2017 to October 5, 2017				Year Ended December 31,
(In thousand)		2016				2015				2014
Statement of Operations:
Net revenues	$	14,136			$	18,785			$	18,077			$	18,908
Total operating expenses	14,136				18,778				18,059				18,869
Income from operations	—				7				18				39
Interest expense	—				(7		)		(18		)		(39		)
Income before taxes	—				—				—				—
Income tax (expense) benefit	(2		)		—				3				4
Net (loss) income	(2		)		—				3				4
	As of October 5, 2017				As of December 31,
Financial Position Data:		2016				2015
Cash	$	111			$	920			$	351
Total assets	89,253				90,475				92,034
Long-term debt	—				—				14
Liabilities subject to compromise	249				265				267
Equity	83,141				84,143				85,375

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the audited consolidated Financial Statements and notes thereto of VICI Properties Inc., the combined Financial Statements and notes thereto of Caesars Entertainment Outdoor and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our business and growth strategies, statements regarding the industry outlook and our expectations regarding the future performance of our business contained herein are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” You should also review the “Risk Factors” section in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by such forward-looking statements.

OVERVIEW

We are a Maryland corporation that was created to hold certain real estate assets owned by Caesars Entertainment Operating Company (“CEOC”), upon CEOC’s emergence from bankruptcy. Pursuant to CEOC’s Plan of Reorganization, on October 6, 2017 (the “Formation Date”), the historical business of CEOC was separated by means of a spin-off transaction whereby the real property assets (“Formation Properties”) of CEOC and certain of its subsidiaries, including four golf course businesses, were transferred through a series of transactions to us. Following the Formation Date, we are a stand-alone entity that was initially owned by certain former creditors of CEOC. We are primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations. We lease our properties to subsidiaries of Caesars and Penn National. We conduct our real property business through an operating partnership and our golf course business through a taxable REIT subsidiary (“TRS”), VICI Golf LLC.

The financial information included in this Annual Report on Form 10-K are our consolidated results (including the real property business and the golf course business) for the year ended December 31, 2018 and the period from October 6, 2017 (Formation Date) to December 31, 2017. Other financial information included, beginning on page F-37 of this Annual Report on Form 10-K, are the historical combined Financial Statements of Caesars Entertainment Outdoor, the golf course business owned by CEOC until Formation Date. The financial information included for Caesars Entertainment Outdoor includes the period from January 1, 2017 to October 5, 2017.

Summary of Significant 2018 Activities

•	On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock at an offering price of $20.00 per share for an aggregate offering value of $1.4 billion, resulting in net proceeds of $1.3 billion after commissions and expenses.

•	On April 24, 2018, we entered into four interest rate swap agreements with third party financial institutions having an aggregate notional amount of $1.5 billion. The interest rate swap transactions are designated as cash flow hedges that effectively fix the LIBOR component of the interest rate on a portion of the outstanding debt under the Term Loan B Facility at 2.8297%.

•

On June 18, 2018, we entered into definitive agreements to (i) acquire the land and real estate assets of the Margaritaville Resort Casino, located in Bossier City, Louisiana for $261.1 million and (ii) concurrently with the closing of the transaction, entered into a triple-net lease on the property with a subsidiary of Penn National. The lease has an initial annual rent of $23.2 million and an initial term of 15 years, with four five-year renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. We completed the transaction on January 2, 2019.

•	On July 11, 2018, we completed the transaction with Caesars to acquire, and lease back, all of the land and real estate assets associated with the Octavius Tower at Caesars Palace (“Octavius Tower”) for a purchase price of $507.5 million in cash. Octavius Tower provides for annual rent of $35.0 million payable in equal consecutive monthly installments.

•	On September 17, 2018 we announced an increase in our targeted annualized dividend to $1.15 per share of common stock, which represents a 9.5% increase from our previous annualized dividend rate of $1.05 per share.

•

On November 13, 2018, we entered into definitive agreements to acquire from affiliates of JACK Entertainment LLC all of the land and real estate assets associated with the Greektown, located in Detroit, Michigan, for $700.0 million in cash, and an affiliate of Penn National Gaming, Inc. has agreed to acquire the operating assets of Greektown for $300.0 million in cash. Simultaneous with the closing of the acquisition, the Company will enter into a triple-net lease agreement for Greektown with a subsidiary of Penn National. The lease will have an initial total annual rent of $55.6 million and an initial term of 15 years, with four five-year tenant renewal options. The tenant’s obligations under the lease will be guaranteed by Penn National and certain of its subsidiaries. The transaction is expected to close in mid-2019 and is subject to regulatory approvals and customary closing conditions. We can provide no assurances that the acquisition of Greektown will be consummated on the terms or timeframe described herein, or at all.

•

On November 19, 2018, we completed a primary follow-on offering of 34,500,000 shares of common stock (including 4,500,000 shares of common stock sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of common stock) at an offering price of $21.00 per share for an aggregate offering value of $724.5 million, resulting in net proceeds of $694.2 million. We intend to contribute the net proceeds from the offering to pay a portion of the aggregate $700.0 million purchase price for the recently announced acquisition of the land and real estate assets of Greektown related fees and expenses.

•	On December 19, 2018, we entered into an equity distribution agreement, or ATM Agreement, pursuant to which we may sell, from time to time, up to an aggregate sales price of $750.0 million of our common stock pursuant to “at the market” offerings.

•

On December 26, 2018 we completed the previously announced transaction with Caesars to acquire all of the land and real estate assets associated with Harrah’s Philadelphia Casino and Racetrack (“Harrah’s Philadelphia”) from Caesars for $241.5 million, which purchase price was reduced by $159.0 million to reflect the aggregate net present value of the contemplated modifications to the Caesars Lease Agreements, resulting in cash consideration of approximately $82.5 million. In connection with the closing, the Non-CPLV Lease Agreement was amended to, among other things, include Harrah’s Philadelphia. The amendment to the Non-CPLV Lease Agreement provided for an additional $21.0 million in annual rent for Harrah’s Philadelphia, which is subject to the amended provisions of the lease.

•	On December 26, 2018, simultaneous with the completion of the acquisition of Harrah’s Philadelphia, we modified certain of the terms in the Caesars Lease Agreements. Such modifications, which are summarized in Item 1 of this 10-K, provide for better alignment of our strategic interests with that of our tenant, Caesars.

KEY TRENDS THAT MAY AFFECT OUR BUSINESS

Subsidiaries of Caesars and Penn National are the lessees of all of our properties pursuant to the Lease Agreements, and Caesars, CRC or Penn National guarantees the obligations of the tenants under the Lease Agreements. The Lease Agreements account for substantially all of our revenues. Additionally, we expect to realize organic growth in rental revenue through annual rent escalators in our Lease Agreements. Accordingly, we are dependent on Caesars, Penn National, the gaming industry and the health of the economies in the areas where our properties are located for the foreseeable future, and an event that has a material adverse effect on Caesars’ or Penn Nationals’ business, financial condition, liquidity, results of operations or prospects would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects. See Item 1A “Risk Factors—Risks Related to Our Business and Operations.”

We actively seek to grow our portfolio through acquisitions of experiential real estate in geographically diverse dynamic markets spanning hospitality, entertainment, leisure and gaming properties. Additionally, we expect to grow our portfolio through acquisitions by pursuing opportunities to execute sale leaseback transactions with Caesars, pursuant to: (i) the Call Right Agreements, relating to three properties; (ii) rights of first refusal relating to certain domestic gaming facilities proposed to be acquired or developed by Caesars located outside the Gaming Enterprise District of Clark County, Nevada and the properties that Caesars acquired from Centaur Holdings, LLC in Indiana; and (iii) the Put/Call Agreement, which includes rights relating to the Caesars Forum Convention Center in Las Vegas. Finally, we believe the approximately 34 acres (after giving effect to the sale of approximately 18.4 acres to Caesars in December 2017) of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that we own will provide attractive opportunities for potential future expansion and development. In pursuing external growth initiatives, we will generally seek to acquire properties that can generate stable rental revenue through long-term leases with tenants with established operating histories, and we will consider various factors when evaluating acquisitions, including the ability to continue to diversify our tenant base and increasing our geographic diversification.

Our operating and financial performance in the future will be significantly influenced by the success of our acquisition strategy, and the timing and the availability and terms of financing of any acquisitions that we may complete. We can provide no assurance

that we will exercise any of our contractual rights to purchase one or more properties from Caesars or otherwise be successful in acquiring any properties. Additionally, our ability to successfully implement our acquisition strategy will depend upon the availability and terms of financing, including debt and equity capital. Further, the pricing of any acquisitions we may consummate and the terms of any leases that we may enter into will significantly impact our future results. Competition to execute sale leaseback transactions with attractive properties and desirable tenants is intense, and we can provide no assurance that any future acquisitions or leases will be on terms as favorable to us as those relating to recent transactions. Should we exercise an option to purchase a property under a Call Right Agreement, the purchase price will be equal to ten times the property’s annual rent, which, in turn, will equal approximately 60% of the trailing property EBITDAR at the time of exercise. Accordingly, the purchase price and rent for any property we may acquire under a Call Right Agreement and lease to Caesars will depend upon the property’s trailing 12-month EBITDAR at the time of exercise. We anticipate that we would seek to finance these acquisitions with a combination of debt and equity, although no assurance can be given that we would be able to issue equity in such amounts on favorable terms, or at all, or that we would not determine to incur more debt on a relative basis at the relevant time due market conditions or otherwise. In addition to rent, our tenants are required to pay the following: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on our income); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. Accordingly, due to the “triple-net” structure of our leases, we do not expect to incur significant property-level expenses.

DISCUSSION OF OPERATING RESULTS

(In thousands)	2018				2017*				Variance
Revenues
Income from direct financing leases	$	741,564			$	150,171			$	591,393
Income from operating leases	47,972				11,529				36,443
Tenant reimbursement of property taxes	81,240				19,558				61,682
Golf operations	27,201				6,351				20,850
Revenues	897,977				187,609				710,368
Operating expenses
General and administrative	24,429				9,939				14,490
Depreciation	3,686				751				2,935
Property taxes	81,810				19,558				62,252
Golf operations	17,371				4,126				13,245
Loss on impairment	12,334				—				12,334
Acquisition and transaction expenses	393				9,039				(8,646		)
Total operating expenses	140,023				43,413				96,610
Operating income	757,954				144,196				613,758
Interest expense	(212,663		)		(63,354		)		(149,309		)
Interest income	11,307				282				11,025
Loss from extinguishment of debt	(23,040		)		(38,488		)		15,448
Income before income taxes	533,558				42,636				490,922
Income tax (expense) benefit	(1,441		)		1,901				(3,342		)
Net income	532,117				44,537				487,580
Less: Net income attributable to non-controlling interests	(8,498		)		(1,875		)		(6,623		)
Net income attributable to common stockholders	$	523,619			$	42,662			$	480,957

_____________________________

*****Represents the period from October 6, 2017, the date of the Company’s Formation, through December 31, 2017

Revenue

For the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017, our revenue was $898.0 million and $187.6 million, respectively, and was comprised as follows:

(In thousands)	2018				2017				Variance
Real property business revenue	$	870,776			$	181,258			$	689,518
Golf course business revenue	27,201				6,351				20,850
Total revenue	$	897,977			$	187,609			$	710,368

Real Property Business Revenue

Real property business revenue is generated from rent from our Lease Agreements and reimbursements of property taxes, and increased $689.5 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase was primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017. Additionally, we added Octavius Tower and Harrah’s Philadelphia to our real estate portfolio in 2018.

The following table details the components of our income from direct financing and operating leases:

(In thousands)	2018				2017
Income from direct financing leases	$	741,564			$	150,171
Income from operating leases	47,972				11,529
Total leasing revenue	789,536				161,700
Less: Direct financing lease adjustment (1)	(45,404		)		(8,443		)
Total contractual leasing revenue	$	744,132			$	153,257

---

(1) Amounts represent the non-cash adjustment to income from direct financing leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases.

Golf Course Business Revenue

Revenues from golf operations increased $20.9 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase was primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017.

Revenues from golf operations was $14.1 million for the period from January 1, 2017 to October 5, 2017 and $18.8 million for the year ended December 31, 2016. Revenues for the period from January 1, 2017 to October 5, 2017 comprised of golf revenues of $11.4 million, food and beverage revenues of $1.3 million and retail and other revenues of $1.4 million. Revenues for the year ended December 31, 2016 were comprised of golf revenues of $14.6 million, food and beverage revenues of $2.1 million and other revenues of $2.1 million.

Operating Expenses

General and Administrative Expenses

General and administrative expenses increased $14.5 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase is primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017, partially offset by certain non-recurring formation related expenses incurred in 2017.

Property Taxes

Property taxes paid or reimbursed by our tenants increased $62.3 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase is primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017.

Golf Course Business Expenses

Expenses from golf operations increased $13.2 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. In addition, $3.7 million and $0.8 million of depreciation expense was incurred by the golf business during the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017. The increases were primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017.

Golf-related expenses totaled $14.1 million for the period from January 1, 2017 to October 5, 2017. Golf-related expenses totaled $18.8 million and for the year ended December 31, 2016.

Loss on Impairment

During the year ended December 31, 2018 the Company recognized a $12.3 million loss on impairment related to certain vacant, non-operating land parcels transferred by CEOC to us on the Formation Date. All of the land parcels are located outside of Las Vegas and none of the land parcels are a component of the operations of our regional property portfolio. No such impairment occurred in the comparative period.

Transaction and Acquisition Costs

For the year ended December 31, 2018 transaction and acquisition costs totaled $0.4 million. For the period from October 6, 2017 to December 31, 2017, transaction and acquisition costs totaled $9.0 million and were comprised of expenses related to the acquisition of Harrah’s Las Vegas and the sale of the Eastside Property.

Interest Expense

Interest expense increased $149.3 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase is primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017, offset by the pay down of amounts outstanding on our Revolving Credit Facility and the partial paydown of the Term Loan B Facility and Second Lien Notes in February of 2018.

Interest Income

Interest income increased $11.0 million during the year ended December 31, 2018 compared to the period from October 6, 2017 to December 31, 2017. The increase is primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017 as well as increased cash on hand from our IPO on February 1, 2018 and primary follow-on equity offering on November 15, 2018.

Loss on Extinguishment of Debt

During the year ended December 31, 2018 we recognized a loss on extinguishment of debt of a $23.0 million resulting from the redemption of $268.4 million in aggregate principal of our Second Lien Notes in February 2018 at a redemption price of 108%. During the period from October 6, 2017 to December 31, 2017 we recognized a loss on extinguishment of debt of $38.5 million resulting from the repurchase of $400.0 million aggregate principal amount of prior mezzanine debt of Caesars Palace Las Vegas.

RECONCILIATION OF NON-GAAP MEASURES

We present Funds From Operations (“FFO”), FFO per share, Adjusted Funds From Operations (“AFFO”), AFFO per share, and Adjusted EBITDA, which are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). These are non-GAAP financial measures and should not be construed as alternatives to net income or as an indicator of operating performance (as determined in accordance with GAAP). We believe FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA provide a meaningful perspective of the underlying operating performance of our business.

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by The National Association of Real Estate Investment Trusts (“NAREIT”), we define FFO as net income (or loss) (computed in accordance with GAAP) excluding gains (or losses) from sales of property plus real estate depreciation.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate our performance. We calculate AFFO by adding or subtracting from FFO direct financing lease adjustments, transaction costs incurred in connection with the acquisition of real estate investments, non-cash stock-based compensation expense, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges and gains (or losses) on debt extinguishment.

We calculate Adjusted EBITDA by adding or subtracting from AFFO interest expense, net and income tax expense.

These non-GAAP financial measures: (i) do not represent cash flow from operations as defined by GAAP; (ii) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (iii) are not alternatives to cash flow as a measure of liquidity. In addition, these measures should not be viewed as measures of liquidity, nor do they measure our ability to fund all of our cash needs, including our ability to make cash distributions to our stockholders, to fund capital improvements, or to make interest payments on our indebtedness. Investors are also cautioned that FFO, FFO per share, AFFO, AFFO per share and Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other real estate companies, including REITs, due to the fact that not all real estate companies use the same definitions. Our presentation of these measures does not replace the presentation of our financial results in accordance with GAAP.

Reconciliation of Net Income to FFO, FFO per Share, AFFO, AFFO per Share and Adjusted EBITDA

(In thousands, except share data and per share data)	Year Ended December 31, 2018				Period from October 6, 2017 to December 31, 2017
Net income attributable to common stockholders	$	523,619			$	42,662
Real estate depreciation	—				—
FFO	523,619				42,662
Direct financing lease adjustments attributable to common stockholders	(44,852		)		(8,362		)
Loss on extinguishment of debt	23,040				38,488
Loss on impairment	12,334				—
Non-cash stock-based compensation	2,342				1,385
Amortization of debt issuance costs and original issue discount	5,976				156
Other depreciation	3,679				751
Capital expenditures	(899		)		(51		)
Transaction and acquisition costs	393				9,039
AFFO	525,632				84,068
Interest expense, net	195,380				62,916
Income tax expense (benefit)	1,441				(1,901		)
Adjusted EBITDA	$	722,453			$	145,083
Net income per common share
Basic and diluted	$	1.43			$	0.19
FFO per common share
Basic and diluted	$	1.43			$	0.19
AFFO per common share
Basic and diluted	$	1.43			$	0.37
Weighted average number of common shares outstanding
Basic	367,226,395				227,828,844
Diluted	367,316,901				227,985,455

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of December 31, 2018, our available cash balance was $577.9 million, our restricted cash balance was $20.6 million, our short-term investment balance was $520.9 million, and $400.0 million was available for future borrowings under our Revolving Credit Facility.

Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures. For a list of our contractual commitments refer to Note 12 - Commitments and Contingent Liabilities, in the Notes to our Financial Statements.

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations. We currently have $4.1 billion of debt obligations outstanding, none of which are maturing in the next twelve months. For a summary of principal debt balances and their maturity dates and principal terms refer to Note 9 - Debt, in the Notes to our Consolidated Financial Statements. We anticipate closing the acquisition of Greektown in mid-2019, and we expect to fund the purchase with approximately $350.0 million of cash on hand (which represents a portion of the proceeds that we raised in our November 2018 equity offering) and $350.0 million of debt, either through additional long-term debt financing or under our Revolving Credit Facility. We anticipate funding future transactions with a mix of debt, equity and available cash.

We believe that we have sufficient liquidity to meet our liquidity and capital resource requirements primarily through currently available cash and cash equivalents, restricted cash, short term investments, cash received under our Lease Agreements, borrowings from banks, including undrawn capacity under our Revolving Credit Facility, and proceeds from the issuance of debt and equity securities. All of the Lease Agreements call for an initial term of fifteen years with four, five-year renewal options (except for Harrah’s Philadelphia) and are designed to provide us with a reliable and predictable revenue stream. However, our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, adverse economic conditions.

Our ability to raise funds through the issuance of debt and equity securities and access to other third-party sources of capital in the future will be dependent on, among other things, general economic conditions, general market conditions for REITs, market perceptions and the trading price of our stock. We will continue to analyze which sources of capital are most advantageous to us at any particular point in time, but the capital markets may not be consistently available on terms we deem attractive, or at all.

Cash Flow Analysis

The table below summarizes our cash flows for the year ended December 31, 2018 and the period from October 6, 2017 to December 31, 2017:

(In thousands)		2018				2017				Variance ($)
Cash, cash equivalents and restricted cash
	Provided by operating activities	$	504,082			$	129,440			$	374,642
	Used in investing activities	(1,140,877		)		(1,136,251		)		(4,626		)
	Provided by financing activities	1,037,836				1,148,446				(110,610		)
	Net increase in cash, cash equivalents and restricted cash	401,041				141,635				259,406

Cash Flows from Operating Activities

Net cash provided by operating activities increased $374.6 million for the year ended December 31, 2018 compared with the period from October 6, 2017 to December 31, 2017. The increase is primarily driven by a full year of operations in 2018, compared to only three months of operations in 2017.

Cash Flows from Investing Activities

Net cash used in investing activities increased $4.6 million for the year ended December 31, 2018 compared with the period from October 6, 2017 to December 31, 2017. During 2018, the primary use of cash from investing activities was our investment in direct financing leases of $771.5 million related to the purchase of Octavius Tower and Harrah’s Philadelphia and net investments in short-term investments of $520.9 million. During the period from October 6, 2017 to December 31, 2017, our investment in deferred financing leases of $1,136.2 million related to the acquisition of Harrah’s Las Vegas was the primary use of cash from investing activities.

Cash Flows from Financing Activities

Net cash provided by financing activities decreased $110.6 million for the year ended December 31, 2018 compared with the period from October 6, 2017 to December 31, 2017.

During the year ended December 31, 2018 the primary sources and uses of cash from financing activities include:

•	Net proceeds from our initial public offering of $1,307.1 million of our common stock;

•	Net proceeds from our primary follow-on equity offering of $694.4 million of our common stock;

•	Repayment of $300.0 million on our Revolving Credit Facility;

•	Repayment of $100.0 million on our Term Loan B Facility;

•	Redemption of $290.1 million in aggregate principal amount of our Second Lien Notes;

•	Dividend payments of $262.7 million

During the period from October 6, 2017 to December 31, 2017 the primary sources and uses of cash from financing activities include:

•	Proceeds from the issuance of $2,200.0 million of our Term Loan B Facility;

•	Proceeds from the $300.0 million draw from our Revolving Credit Facility;

•	Proceeds from the private placement issuance of $1,000.0 million of our common stock;

•	The sale of approximately 18.4 acres of undeveloped land located behind the LINQ Hotel & Casino and Harrah’s Las Vegas to Caesars for $73.6 million;

•	Repayment of our $1,638.4 million senior secured first lien Prior Term Loan;

•	Repayment of our $311.7 million first-priority senior secured Prior First Lien Notes;

•	The purchase by VICI PropCo of the entirety of the outstanding CPLV mezzanine debt in the aggregate principal amount of $400.0 million;

•	Costs of $36.2 million related to our common stock private placement and premium and fees related to the purchase of the mezzanine debt of $38.4 million; and

•	Debt issuance costs of $31.5 million related to our Term Loan B Facility and Revolving Credit Facility.

Debt

The following table summarizes our debt related transactions from the Formation Date to December 31, 2018:

		Face Value (In thousands)
Description of Debt		Debt At Formation				Mandatory Conversion				Refinancing Transactions				Debt at December 31, 2017				IPO Transaction				Debt at December 31, 2018
VICI PropCo Senior Secured Credit Facilities
Revolving Credit Facility		$	—			$	—			$	300,000			$	300,000			$	(300,000	)		$	—
Term Loan B Facility		—				—				2,200,000				2,200,000				(100,000		)		2,100,000
First Lien Term Loan (“Prior Term Loan”)		1,638,387				—				(1,638,387		)		—				—				—
First Priority Senior Secured Notes (“Prior First Lien Notes”)		311,721				—				(311,721		)		—				—				—
Second Lien Notes		766,892				—				—				766,892				(268,412		)		498,480
CPLV Debt
CPLV CMBS Debt		1,550,000				—				—				1,550,000				—				1,550,000
CPLV Mezzanine Debt																		—				—
Senior tranche		200,000				—				(200,000		)		—				—				—
Intermediate tranche		200,000				—				(200,000		)		—				—				—
Junior tranche		250,000				(250,000		)		—				—				—				—
Total Debt		$	4,917,000			$	(250,000	)		$	149,892			$	4,816,892			$	(668,412	)		$	4,148,480

Impact of Initial Public Offering

On February 5, 2018, we completed an initial public offering of 69,575,000 shares of common stock (which included 9,075,000 shares of common stock related to the overallotment option exercised by the underwriters in full) at an offering price of $20.00 per share for gross proceeds of $1.4 billion, resulting in net proceeds of $1.3 billion after commissions and expenses. We utilized a portion of the net proceeds from the stock offering to: (a) pay down $300.0 million of indebtedness outstanding under the Revolving Credit Facility; (b) redeem $268.4 million in aggregate principal amount of the Second Lien Notes at a redemption price of 108% plus accrued and unpaid interest to the date of the redemption; and (c) repay $100.0 million of the Term Loan B Facility.

Covenants

On December 22, 2017, VICI PropCo entered into a credit agreement (the “Credit Agreement”) governing the Term Loan B Facility and the Revolving Credit Facility. The Credit Agreement contains customary covenants that, among other things, limit the ability of VICI PropCo and its restricted subsidiaries to: (i) incur additional indebtedness; (ii) merge with a third party or engage in other fundamental changes; (iii) make restricted payments; (iv) enter into, create, incur or assume any liens; (v) make certain sales and other dispositions of assets; (vi) enter into certain transactions with affiliates; (vii) make certain payments on certain other indebtedness; (viii) make certain investments; and (ix) incur restrictions on the ability of restricted subsidiaries to make certain distributions, loans or transfers of assets to VICI PropCo or any restricted subsidiary. These covenants are subject to a number of exceptions and qualifications, including the ability to make unlimited restricted payments to maintain our REIT status and to avoid the payment of federal or state income or excise tax, the ability to make restricted payments in an amount not to exceed 95% of our Funds from Operations (as defined in the Credit Agreement) subject to no event of default under the Credit Agreement and pro forma compliance with the financial covenant pursuant to the Credit Agreement, and the ability to make additional restricted payments in an aggregate amount not to exceed the greater of 0.6% of Adjusted Total Assets (as defined in the Credit Agreement) or $30,000,000. Commencing with the first full fiscal quarter ended after December 22, 2017, if the outstanding amount of the Revolving Credit Facility plus any drawings under letters of credit issued pursuant to the Credit Agreement that have not been reimbursed as of the end of any fiscal quarter exceeds 30% of the aggregate amount of the Revolving Credit Facility, VICI PropCo and its restricted subsidiaries on a consolidated basis would be required to maintain a maximum Total Net Debt to Adjusted Total Assets Ratio, as defined in the Credit Agreement, as of the last day of any applicable fiscal quarter.

The CPLV CMBS Debt was incurred in October 2017 pursuant to a loan agreement containing certain covenants limiting CPLV Property Owner LLC’s ability to among other things: (i) incur additional debt; (ii) enter into certain transactions with its affiliates; (iii) consolidate, merge, sell or otherwise dispose of its assets; and (iv) allow transfers of its direct or indirect equity interests.

The Second Lien Notes were issued on October 6, 2017, pursuant to an indenture (the “Indenture”) by and among VICI PropCo and its wholly owned subsidiary, VICI FC Inc. (together, the “Issuers”), the subsidiary guarantors party thereto, and UMB Bank National Association, as trustee. The Indenture contains covenants that limit the Issuers’ and their restricted subsidiaries’ ability to, among other things: (i) incur additional debt; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on certain assets to secure debt; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; (viii) enter into certain transactions with their affiliates; and (ix) designate their subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to VICI to the extent necessary for VICI to distribute cash dividends of 100% of our “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Internal Revenue Code of 1986, as amended, certain restricted payments not to exceed the amount of our cumulative earnings (calculated pursuant to the Indenture as $30,000,000 plus 95% of our cumulative Adjusted Funds From Operations (as defined in the Indenture) less cumulative distributions, with certain other adjustments), and the ability to make restricted payments in an amount equal to the greater of 0.6% of Adjusted Total Assets (as defined in the Indenture) or $30,000,000.

At December 31, 2018, the Company was in compliance with all required debt-related financial covenants.

Capital Expenditures

As described in our leases, capital expenditures for properties under the Lease Agreements are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants are described in “Overview of our Lease Agreements” of Item 1 - Business.

Inflation

Our leases provide for certain increases in rent as a result of a fixed annual rent escalator or changes in the Consumer Price Index as further described in “Overview of our Lease Agreements” of Item 1 - Business. Inflation may cause the rent provisions to result in rent increases over time. However, we could be negatively affected if increases in rent are not sufficient to cover increases in our operating expenses due to inflation. In addition, inflation and increased cost may have an adverse impact on our tenants if increases in their operating expenses exceed increases in revenue due to inflation.

Off-Balance Sheet Arrangements

As of December 31, 2018, and as of the date this report was filed, we do not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Financial Statements are prepared in accordance with GAAP. We have identified certain accounting policies that we believe are the most critical to the presentation of our financial information over a period of time. These accounting policies may require our management to take decisions on subjective and/or complex matters relating to reported amounts of assets, liabilities, revenue, costs, expenses and related disclosures, including, but not limited to, the application of fresh start reporting, determining the useful lives of real estate properties, and evaluating the impairment of long-lived assets, and allocation of costs and deferred income taxes. The judgment on such estimates and underlying assumptions is based on our historical experience that we believe is reasonable under the circumstances. Actual results may differ from the estimates.

Investments in Direct Financing and Operating Leases

Upon lease inception, we assess lease classification under ASC 840 “Leases” (“ASC 840”) to determine if the lease should be classified as capital or operating. If a lease is determined to be a capital lease, we further assess if it is a direct financing or sales-type lease as defined in ASC 840. For leases determined to be direct financing capital leases, upon execution of the lease transaction, the asset is classified to Investments in direct financing leases, net. For direct financing leases where the land represents greater than 25% of the fair value of the underlying asset, the land and building components of the lease are bifurcated and separately assessed for classification.

We have determined that all of our leases meet the definition of direct financing leases under ASC 840, with the exception of the land component of our investment in Caesars Palace Las Vegas and certain parcels of land contained in the Non-CPLV Lease Agreement. We recognize the related income from our direct financing leases on an effective interest basis at a constant rate of return over the terms of the applicable leases. As a result, the cash payments accounted for under direct financing leases will not equal income from direct financing leases. Rather, a portion of the cash rent we receive is recorded as Income from direct financing leases in our Statement of Operations and a portion is recorded as a change to the Investments in direct financing leases, net.

Initial direct costs incurred in connection with direct financing lease transactions are included in the balance of Investments in direct financing leases, net. Such amounts will be recognized as a reduction to Income from direct financing leases over the life of the lease using the effective interest method.

Under the operating lease model, as the lessor, at lease inception the land is recorded as Investments in operating leases in our Balance Sheet and we record income from operating leases on a straight-line basis over the lease term. The amount of annual minimum lease payments attributable to the land element after deducting executory costs, including any profit thereon, is determined by applying the lessee’s incremental borrowing rate to the value of the land. We record this lease income as Income from operating leases in our Statement of Operations.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Information concerning our obligations and commitments to make future payments under contracts such as our indebtedness and future minimum lease commitments under operating leases is included in the following table as of December 31, 2018.

			Payments Due By Period
(In thousands)			Total				Within 1 Year				1-3 Years				4-5 Years				After 5 Years
Long-term debt
	Term Loan B Facility, principal (1)		$	2,100,000			$	—							$	32,000			$	2,068,000
	CPLV CMBS Debt, principal (2)		1,550,000				—				—				1,550,000				—
	Second Lien Notes, principal (3)		498,480				—				—				498,480				—
	Revolving Credit Facility, principal (4)		—				—				—				—				—
	Scheduled interest payments (5)		1,050,788				211,372				422,745				324,340				92,330
Total debt contractual obligations			5,199,268				211,372				422,745				2,404,820				2,160,330
Leases and contracts
	Operating lease for Cascata Golf Course Land		21,559				896				1,847				1,921				16,895
	Golf maintenance contract for Rio Secco and Cascata Golf Course		16,350				3,270				6,540				6,540				—
	Office leases		414				345				69				—				—
Total leases and contract obligations			38,323				4,512				8,456				8,461				16,895
Total Contractual Commitments			$	5,237,591			$	215,884			$	431,201			$	2,413,281			$	2,177,225

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(1) The Term Loan B Facility is subject to amortization of 1.0% of principal per annum payable in equal quarterly installments on the last business day of each calendar quarter. However, as a result of prepaying $100.0 million in February 2018 the next principal payment due on the Term Loan B Facility is September 2022. The Term Loan B Facility will mature on December 22, 2024 or the date that is three months prior to the maturity of the Second Lien Notes, whichever is earlier (or if the maturity is extended pursuant to the terms of the agreement, such extended maturity date as determined pursuant thereto).

(2) The CPLV CMBS Debt will mature on October 10, 2022.

(3) The Second Lien Notes will mature on October 15, 2023.

(4) The Revolving Credit Facility will mature on December 22, 2022.

(5) Estimated interest payments on variable interest loans are based on a LIBOR rate as of December 31, 2018. Subsequent to year end, on January 3, 2019, we entered into two additional interest rate swap transactions having an aggregate notional amount of $500.0 million at a blended rate of 2.38%.

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevailing market interest rates. In the normal course of business, we are exposed to the effect of interest rate changes. We have entered into derivative agreements to mitigate exposure to unexpected changes in interest. Market risk refers to the risk of loss from adverse changes in market interest rates. We periodically use derivative financial instruments to seek to manage, or hedge, interest rate risks related to our borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors. We intend to enter into derivative agreements only with counterparties that we believe have a strong credit rating to mitigate the risk of counterparty default or insolvency.

As of December 31, 2018, we had $4,148.5 million of debt outstanding of which $2,048.5 million was fixed rate debt and $1,500.0 million was hedged variable rate debt, the remaining $600.0 million of our indebtedness was unhedged. Subsequent to December 31, 2018 we entered into two interest swap transactions which are effective January 22, 2019, for a notional amount of $500 million, effectively bringing our unhedged variable rate debt to $100.0 million. As of December 31, 2018, a one percent increase or decrease in the annual interest rate on our unhedged variable rate borrowings of $600.0 million would increase or decrease our annual cash interest expense by approximately $6.0 million. Subsequent to January 22, 2019, a one percent increase or decrease

in the annual interest rate on our unhedged variable rate borrowings of $100.0 million would increase or decrease our annual cash interest expense by approximately $1.0 million.

We may manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements. We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable rates for our indebtedness. However, the REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities.

The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 of this Form 10-K appear on pages F-2 to F-46. See accompanying Index to the Consolidated Financial Statements on page F-1. The supplementary financial data required by Item 302 of Regulation S-K appears in pages S-1 to S-5 to the consolidated financial statements.

None.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the framework established in the updated Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2018.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited our financial statements included in this report on Form 10-K and issued its attestation report, which is included herein and expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) that occurred during our most recent quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

PART III

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2019 with the SEC pursuant to Regulation 14A under the Exchange Act.

PART IV

(a)(1). Financial Statements.

See the accompanying Index to Financial Statement Schedule on page F-1.

(a)(2). Financial Statement Schedules.

See the accompanying Index to Financial Statement Schedule on page F-1.

(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
2.3**		Agreement and Plan of Merger dated as of June 18, 2018 by and among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC, Penn National Gaming, Inc., Bossier Casino Venture (HoldCo), Inc. and Silver Slipper Gaming, LLC.				8-K		2.1		6/19/2018
2.4**		Purchase and Sale Agreement dated as of July 11, 2018 by and between Caesars Octavius, LLC and Octavius Propco LLC.				8-K		2.1		7/12/2018
2.5**		Purchase and Sale Agreement dated as of July 11, 2018 by and between Chester Downs and Marina, LLC and Philadelphia Propco LLC.				8-K		2.2		7/12/2018
2.6**		Transaction Agreement dated as of November 13, 2018 by and among Greektown Mothership LLC, Penn Tenant III, LLC and VICI Properties L.P.				8-K		2.1		11/14/2018
2.7**		Real Estate Purchase Agreement dated as of November 13, 2018 by and between Greektown Mothership LLC and VICI Properties L.P.				8-K		2.2		11/14/2018
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		Supplemental Indenture No. 1, dated as of December 26, 2017, among Claudine Propco LLC as New Guarantor, VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee.		X
4.3		Supplemental Indenture No. 2, dated as of December 26, 2017, among Claudine Propco LLC as New Guarantor, among VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee.		X

4.4		Supplemental Indenture No. 3, dated as of September 24, 2018, among VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee				8-K		4.1		9/25/2018
4.5		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		First Amendment to Lease (CPLV), dated as of December 26, 2018, by and among CPLV Property Owner LLC, Desert Palace LLC and CEOC, LLC.				8-K		10.1		12/27/2018
10.3		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
10.4		First Amendment to Lease (Non-CPLV) dated as of December 22, 2017, by and among the entities listed on Schedules A and B thereto and CEOC, LLC				10-K/A		10.40		4/30/2018
10.5		Second Amendment to Lease (Non-CPLV) dated as of February 16, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.				10-Q		10.1		5/4/2018
10.6		Third Amendment to Lease (Non-CPLV) dated as of April 2, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.				10-Q		10.2		5/4/2018
10.7+		Fourth Amendment to Lease (Non-CPLV), dated as of December 26, 2018, by and among the entities listed on Schedules A and B thereto and CEOC, LLC.				8-K		10.2		12/27/2018
10.8		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
10.9+		First Amendment to Lease (Joliet), dated as of December 26, 2018, by and between Harrah’s Joliet Landco LLC and Des Plaines Development Limited Partnership.				8-K		10.3		12/27/2018
10.10		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
10.11		First Amendment to Golf Course Use Agreement, dated as of April 20, 2018 by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC, and Grand Bear LLC, Caesars Enterprise Services LLC, CEOC, LLC, and solely for certain sections referenced therein, Caesars License Company, LLC.				10-Q		10.3		5/4/2018
10.12		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
10.13		First Amendment to Management and Lease Support Agreement (CPLV), dated as of December 26, 2018, by and among Desert Palace LLC, 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.				8-K		10.5		12/27/2018

10.14		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
10.15		First Amendment to Management and Lease Support Agreement (Non-CPLV), dated as of December 26, 2018, by and among CEOC, LLC, the entities listed on Schedule A and Schedule B thereto, Chester Downs and Marina, LLC, Non-CPLV Manager, LLC, Caesars Entertainment Corporation, Philadelphia Propco LLC, and solely for certain articles and sections named therein, Caesars License Company, LLC and Caesars Enterprise Services, LLC.				8-K		10.6		12/27/2018
10.16		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
10.17		First Amendment to Management and Lease Support Agreement (Joliet), dated as of December 26, 2018, 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.				8-K		10.7		12/27/2018
10.18		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
10.19		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
10.20		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
10.21		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
10.22		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
10.23		Omnibus Amendment to Loan Documents, dated as of December 26, 2018, by and among Wilmington Trust, National Association, as Trustee for the Benefit of Holders of Caesars Palace Las Vegas Trust 2017-VICI, Commercial Mortgage Pass-Through Certificates, Series 2017-VICI, CPLV Property Owner LLC and VICI Properties L.P, relating to, among other things, the CPLV CMBS Debt.				8-K		10.8		12/27/2018
10.24		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

10.25		Consent and Omnibus Amendment to Loan Documents, dated as of December 26, 2018, by and among CPLV Mezz 1 LLC, VICI Properties L.P. and Wilmington Savings Fund Society, FSB, as administrative and collateral agent for the lenders under the Mezzanine A Loan Agreement, dated October 6, 2017, relating to the loan with respect thereto.				8-K		10.9		12/27/2018
10.26		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
10.27		Consent and Omnibus Amendment to Loan Documents, dated as of December 26, 2018, by and among CPLV Mezz 2 LLC, VICI Properties L.P. and Wilmington Savings Fund Society, FSB, as administrative and collateral agent for the lenders under the Mezzanine B Loan Agreement, dated October 6, 2017, relating to the loan with respect thereto.				8-K		10.10		12/27/2018
10.28		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
10.29		Amendment No. 1 to Credit Agreement, dated as of September 24, 2018, by and among VICI Properties 1 LLC, as the borrower, Goldman Sachs Bank USA, as administrative agent and the other parties thereto				8-K		10.1		9/25/2018
10.30		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
10.31		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
10.32		Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.				8-K		10.23		10/11/2017
10.33		Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.				10		10.20		9/28/2017
10.34†		Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and Edward Pitoniak.				8-K		10.25		10/11/2017
10.35†		Employment Agreement, dated as of October 6, 2017, by and between VICI Properties Inc. and John Payne.				8-K		10.26		10/11/2017
10.36†		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
10.37†		Employment Agreement dated as of April 24, 2018 by and among VICI Properties Inc., VICI Properties L.P. and Samantha Gallagher.				10-Q		10.2		8/2/2018
10.38†		VICI Properties Inc. 2017 Stock Incentive Plan.				8-K		10.28		10/11/2017
10.39		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

10.40		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
10.41		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
10.42		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
10.43		Membership Interest Purchase Agreement dated as of June 18, 2018 by and among VICI Properties Inc., Riverview Merger Sub Inc., Penn Tenant II, LLC and Penn National Gaming, Inc.				8-K		10.1		6/19/2018
10.44		Second Amended and Restated Right of First Refusal Agreement, dated as of December 26, 2018, by and between Caesars Entertainment Corporation and VICI Properties L.P.				8-K		10.11		12/27/2018
10.45		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
10.46		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
10.47		First Amendment to Amended and Restated Lease, dated as of December 26, 2018, by and between Claudine Propco, LLC and Harrah’s Las Vegas, LLC.				8-K		10.4		12/27/2018
10.48		Put-Call Right 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
10.49†		Form of Restricted Stock Grant				10-K		10.39		3/28/2018
10.50†		Form of LTIP Time-Based Restricted Stock Grant Agreement				8-K		10.1		8/30/2018
10.51†		Form of LTIP Performance-Based Restricted Stock Unit Agreement				8-K		10.2		8/30/2018
10.52†		Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive Plan		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
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

† Management contracts and compensation plans and arrangements.

+ Confidential treatment requested as to certain portions, which portions are omitted and filed separately with the SEC.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VICI PROPERTIES INC.
February 14, 2019	By:	/S/ EDWARD B. PITONIAK
		Edward B. Pitoniak
		Chief Executive Officer and Director

POWER OF ATTORNEY

Each of the officers and directors of VICI Properties Inc., whose signature appears below, in so signing, also makes, constitutes and appoints each of Edward B. Pitoniak, David A. Kieske and Gabriel F. Wasserman, and each of them, his or her true and lawful attorneys-in-fact, with full power and substitution, for him or her in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to this Annual Report on Form 10-K, with exhibits thereto and all other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/S/ EDWARD B. PITONIAK		Chief Executive Officer and Director		February 14, 2019
Edward B. Pitoniak		(Principal Executive Officer)
/S/ DAVID A. KIESKE		Chief Financial Officer		February 14, 2019
David A. Kieske		(Principal Financial Officer)
/S/ GABRIEL F. WASSERMAN		Chief Accounting Officer		February 14, 2019
Gabriel F. Wasserman		(Principal Accounting Officer)
/S/ JAMES R. ABRAHAMSON		Chair of the Board of Directors		February 14, 2019
James R. Abrahamson
/S/ DIANA CANTOR		Director		February 14, 2019
Diana Cantor
/S/ EUGENE I. DAVIS		Director		February 14, 2019
Eugene I. Davis
/S/ ERIC L. HAUSLER		Director		February 14, 2019
Eric L. Hausler
/S/ ELIZABETH I. HOLLAND		Director		February 14, 2019
Elizabeth I. Holland
/S/ CRAIG MACNAB		Director		February 14, 2019
Craig Macnab
/S/ MICHAEL D. RUMBOLZ		Director		February 14, 2019
Michael D. Rumbolz

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
VICI Properties Inc.:
	Reports of Independent Registered Public Accounting Firm		F - 2
	Consolidated Balance Sheets as of December 31, 2018 and 2017		F - 4
	Year Ended December 31, 2018 and Period from October 6, 2017 to December 31, 2017
		Consolidated Statements of Operations and Comprehensive Income	F - 5
		Consolidated Statements of Stockholders’ Equity	F - 6
		Consolidated Statements of Cash Flows	F - 7
	Notes to Consolidated Financial Statements		F - 9
Caesars Entertainment Outdoor (Predecessor):
	Report of Independent Registered Public Accounting Firm		F - 37
	Combined Balance Sheets as of October 5, 2017 and December 31, 2016		F - 38
	Period from January 1, 2017 to October 5, 2017 and Years Ended December 31, 2016 and 2015
		Combined Statements of Operations	F - 39
		Combined Statements of Equity	F - 40
		Combined Statements of Cash Flows	F - 41
	Notes to Combined Financial Statements		F - 42
VICI Properties Inc.:
	Schedule I - Condensed Financial Information of Registrant Parent Company Only		S - 1
	Schedule III - Real Estate Assets and Accumulated Depreciation		S - 5

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of VICI Properties Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for the year ended December 31, 2018 and for the period from October 6, 2017 (Formation Date) to December 31, 2017, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for year ended December 31, 2018 and for the period from October 6, 2017 (Formation Date) to December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenc

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