VICI Properties (VICI) 10-K risk factor changes: FY2019 vs FY2018

We are and will be significantly dependent on Caesars [removed: and Penn National] [added: (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] and their respective subsidiaries unless or until we substantially diversify our portfolio and an event that has a material adverse effect on [removed: either] [added: any] of [removed: their respective] [added: its] 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.

Substantially all of our revenue is from [removed: our leases with subsidiaries of] [added: the] Caesars [removed: and Penn National.][added: Lease Agreements.]

Because these [removed: 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 [removed: “Item] [added: [Item] 1 - [removed: Business.”] [added: “Business](#sDACF9CBBFE83587BA1034C7D37DD1C24).”] 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 [added: Caesars] Lease Agreements.

[removed: The tenants and applicable guarantors rely] [added: Caesars relies] on the properties [removed: they or their respective subsidiaries own] [added: it owns] and/or operate for income to satisfy [removed: their] [added: its] obligations, including [removed: their] [added: its] debt service requirements and lease payments due to us under the [added: Caesars] Lease Agreements or to others under other lease agreements.

If income from these properties were to decline for any reason, or if [removed: Caesars’ or Penn National’s] [added: the] debt service requirements [added: of our tenants] were to increase for any reason or if their creditworthiness were to become impaired for other reasons, [removed: a tenant or] [added: Caesars (and following] the [removed: applicable guarantor] [added: completion of the Eldorado Transaction, the combined Eldorado/Caesars)] may become unable or unwilling to satisfy its payment and other obligations under [removed: their leases with us.][added: the Caesars Lease Agreements.]

The inability or unwillingness of [removed: either] Caesars [removed: or Penn National] [added: (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] to meet their respective subsidiaries’ payment and other obligations under the [removed: leases,] [added: Caesars Lease Agreements,] 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 [removed: and Penn National] [added: (and following the completion of the Eldorado Transaction, the combined Eldorado/Caesars)] 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 [removed: 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.]

Our properties on the Las Vegas Strip generated approximately [removed: 36%] [added: 33%] of our lease revenue for the year ended December 31, [removed: 2018.][added: 2019.]

Caesars and its subsidiaries are [added: (and after the completion of the Eldorado Transaction, the combined Eldorado/Caesars and its subsidiaries will be)] party to certain leasing and financial commitments with us, which may have a negative impact on Caesars’ business and operating condition.

See [removed: Item 1 - “Business - Our] [added: [Item 1](#sDACF9CBBFE83587BA1034C7D37DD1C24) “Business-Our] Relationship with Caesars” for additional information regarding such agreements.

If Caesars’ [added: (or, after the completion of the Eldorado Transaction, Eldorado’s)] businesses and properties fail to generate sufficient earnings, the applicable tenants, Caesars and/or CRC [added: (before the completion of the Eldorado Transaction) and Eldorado (after the completion of the completion of the Eldorado Transaction)] may be unable to satisfy their respective obligations under the Lease Agreements or the related guarantees, respectively.

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 [removed: Agreements,] [added: Agreements] which could adversely affect [removed: Caesars’] [added: Caesars’,] ability to fund [removed: their] [added: its] 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 [added: (and, after the completion of the completion of the Eldorado Transaction, subsidiaries of Eldorado)] 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 [removed: Item 1 “Business - Caesars] [added: [Item 1](#sDACF9CBBFE83587BA1034C7D37DD1C24) “Business-Our] Lease [removed: Agreements - Overview”] [added: Agreement-Caesars Lease Agreements-Overview”] and [removed: Item 1 “Business - Our] [added: [Item 1](#sDACF9CBBFE83587BA1034C7D37DD1C24) “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 obligations to us under the Caesars Lease Agreements and the ability of Caesars and/or CRC [added: (before the completion of the Eldorado Transaction) and Eldorado (after the completion of the Eldorado Transaction)] to satisfy their respective obligations to us under the related guarantees.

Accordingly, if the cash flows generated by such properties decrease, or do not increase at the same rate as the rent escalations, the rents payable under the Caesars Lease Agreements will comprise a higher percentage of the cash flows generated by the subsidiaries of [removed: Caesars,] [added: Caesars (and, after the completion of the Eldorado Transaction, Eldorado),] which could make it more difficult for the applicable subsidiaries to make their payment obligations to us under the Caesars Lease Agreements and ultimately could adversely affect [removed: Caesars’ and/or CRC’s] [added: the applicable guarantor’s] ability to satisfy their respective obligations to us under the related guarantees.

Caesars’ indebtedness [added: (and, after the completion of the Eldorado Transaction, Eldorado’s indebtedness)] and the fact that a significant portion of its cash flow is used to make interest payments could adversely affect its ability to satisfy its obligations under the Caesars Lease Agreements.

As disclosed in its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2018,] [added: 2019,] Caesars’ consolidated estimated debt service (including principal and interest) for [removed: 2019] [added: 2020] will be approximately [removed: $654.0] [added: $504.0] million and [removed: $23.6] [added: $10.2] billion thereafter to maturity.

As a result, a significant portion of Caesars’ liquidity [removed: needs] [added: needs, and, after the completion of the Eldorado Transaction, Eldorado’s liquidity needs,] are for debt service, including significant interest payments.

Such substantial indebtedness and the restrictive covenants under the agreements governing such indebtedness could limit the ability of the applicable tenants to satisfy their obligations to us under the Lease Agreements and the ability of [removed: Caesars’] [added: Caesars] and/or CRC [added: (before the completion of the Eldorado Transaction) and Eldorado (after the completion of the completion of the Eldorado Transaction)] to satisfy their respective obligations under the related guarantees.

Recently, there has been additional significant competition in the gaming industry as a result of the [added: upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market, internet gaming or legislative changes.]

We [added: and our tenants] face extensive regulation from gaming and other regulatory authorities, and our charter provides that any of our shares held by investors who are found to be unsuitable by state gaming regulatory authorities are subject to redemption.

The ownership, operation, and management of gaming and racing facilities are subject to [removed: pervasive] [added: extensive] regulation.

[removed: If we are required to be found suitable and are found suitable as a landlord, we] will be registered as a public company with the gaming authorities and will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, we:

[removed: Additionally, the] [added: The] loss of [removed: our] gaming licenses could result in an event of default under our certain of our indebtedness, and cross-default provisions in our debt agreements could cause an event of default under one debt agreement to trigger an event of default under our other debt agreements.

Entities seeking to acquire control of us or one of our subsidiaries (and certain of our affiliates) must satisfy gaming authorities with respect to a variety of stringent standards prior to [added: assuming control.]

[removed: At] the expiration of the initial lease term or of any additional renewal term thereafter, a tenant may choose not to renew the Lease Agreements.

[removed: This] [added: Given the coterminous nature of the Formation Lease Agreements (and, after completion of the Eldorado Transaction, the Caesars Lease Agreements), this] risk would be exacerbated if Caesars [removed: (or Penn National, as] [added: (or, after completion of] the [removed: case may be)] [added: Eldorado Transaction, Eldorado)] determined not to renew or was prohibited from renewing due to the remaining useful life of the leased property, all [removed: Lease Agreements] [added: such lease agreements] at any one time.

Most of the properties within our portfolio are currently operated and promoted under trademarks and brand names not owned by us, including [removed: Caesars Palace,] [added: Caesars,] Horseshoe, Harrah’s, [removed: Bally’s] [added: Bally’s, Margaritaville, Greektown, JACK, Hard Rock, Century] and [removed: Margaritaville.][added: Mountaineer.]

[added: A transition of] management away from a Caesars [removed: or] [added: (or after the completion of the Eldorado Transaction, Eldorado),] Penn [removed: National] [added: National, Hard Rock, Century Casinos, or JACK Entertainment] entity could also have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.

We have a substantial amount of [removed: indebtedness and expect to incur additional indebtedness in connection with the closing of the pending Greektown acquisition] [added: indebtedness,] and may incur additional indebtedness in the future.

As of December 31, [removed: 2018,] [added: 2019,] we had approximately [removed: $4.1] [added: $4.8] billion in long-term indebtedness, consisting of:

| • | $498.5 million of outstanding Second Lien Notes; [removed: and] |

As of December 31, [removed: 2018,] [added: 2019,] we also have [removed: $400.0 million] [added: $1.0 billion] of available capacity to borrow under our Revolving Credit Facility.

In addition, the foreclosure on our properties could create [added: REIT] taxable income without accompanying cash proceeds, which could result in entity level taxes to us or could adversely affect our ability to meet the distribution requirements necessary to qualify or maintain qualification as a REIT.

Because of the limitations on the amount of cash available to us after satisfying our debt service obligations and our distribution obligations to maintain our status as a REIT and avoid or otherwise minimize current entity-level U.S. Federal income taxes, our ability to pursue our business and growth strategies [removed: will] [added: may] be limited.

The agreements governing our indebtedness contain customary covenants, including restrictions on our ability to grant liens on our assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or [removed: consolidations] [added: consolidations, engage in transactions with affiliates] and pay certain dividends and other restricted payments.

If we were unable to repay or refinance the accelerated debt, the lenders could proceed against any assets pledged to secure [added: any debt] that [removed: debt,] [added: is secured by such assets,] including foreclosing on or requiring the sale of our properties, and our assets may not be sufficient to repay such debt in full.

As of December 31, [removed: 2018,] [added: 2019,] we had in place [removed: four] [added: six] interest rate swap agreements with third party financial institutions having an aggregate notional amount of [removed: $1.5] [added: $2.0] billion.

The gaming and entertainment industry is highly competitive and our tenants’ failure to continue to compete successfully could adversely affect their businesses, financial conditions, results of operations, and cash flows.

In particular, our tenants’ businesses may be adversely impacted by the reinvestment and expansion by competitors in existing jurisdictions, and expansion of gaming into new jurisdictions in which gaming was not previously permitted, which would result in increased competition in these jurisdictions.

Additionally, the casino entertainment industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate.

From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry.

If adopted, such changes could adversely impact the business, financial condition, and results of operations of our tenants.

In addition, following the completion of the Eldorado Transaction, the combined Eldorado/Caesars will be our largest tenant.

Eldorado has publicly disclosed that it expects to achieve approximately $500.0 million of synergies, over time, following completion of the Eldorado/Caesars Merger.

The combined Eldorado/Caesars may be unable to achieve these synergies during the time period that it expects to do so, or at all, and a failure to achieve these synergies may adversely affect the combined Eldorado/Caesars, including its creditworthiness, and impair its ability to meet its obligations to us.

Moreover, given the combined Eldorado/Caesar’s expected significance to our business, a failure on the part of the combined Eldorado/Caesars to realize expected synergies and any related improvement to its creditworthiness, or any deterioration of its creditworthiness, could materially and adversely affect us, even in the absence of a default under our agreements with the combined Eldorado/Caesars.

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.

Regulatory authorities also have broad powers with respect to the licensing of casino operations, and may revoke, suspend, condition or limit the gaming or other licenses of our tenants, impose substantial fines or take other actions, any one of which could adversely impact the business, financial condition and results of operations of our tenants.

In addition, in many jurisdictions, licenses are granted for limited durations and require renewal from time to time.

If we are required to be found suitable and are found suitable as a landlord, we

Additionally, because we and our tenants are subject to regulation in numerous jurisdictions, and because regulatory agencies within each jurisdiction review compliance with gaming laws in other jurisdictions, it is possible that gaming compliance issues in one jurisdiction may lead to reviews and compliance issues in other jurisdictions.

Upon completion of the Eldorado Transaction, the initial lease term under each of the Caesars Lease Agreements shall be extended such that the expiration of such initial lease term shall occur 15 years following the completion of the Eldorado Transaction.

At

We may fail to complete the Eldorado Transaction or may not complete it on the contemplated terms.

Completion of certain of the transactions contemplated by the Master Transaction Agreement, such as the put/call agreement relating to the Centaur Properties, the Horseshoe Baltimore ROFR, the Las Vegas ROFR and certain lease modifications, are subject to the negotiation of definitive documentation and, while the principal terms of these transactions are specified in the Master Transaction Agreement, there can be no assurance that we will be successful in negotiating definitive documentation.

If one or more of the transactions contemplated by the Eldorado Transaction is not completed on the anticipated schedule, on the contemplated terms or at all, we could be subject to a number of risks that may adversely affect our business and the market price of our common stock, including:

| • | we have incurred and expect to continue to incur significant transaction expenses relating to the Eldorado Transaction, such as legal, accounting and financial advisory fees, whether or not the Eldorado Transaction is completed; |

| • | time and resources committed by our management to matters relating to the Eldorado Transaction could otherwise have been devoted to pursuing other opportunities; |

| • | the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Eldorado Transaction will be completed; |

| • | if we physically settle the Forward Sale Agreements prior to identifying a suitable alternative use of the proceeds thereof, our stockholders may experience significant dilution; and |

| • | we would not realize the potential benefits, including the increased rental revenue, that we expect to realize from consummating these transactions, and our earnings, FFO and AFFO per share could be materially and adversely affected. |

We cannot provide any assurance that each of the transactions contemplated by the Eldorado Transaction will be completed or that there will not be a delay in the completion of any or all of these transactions.

If the Eldorado Transaction is not consummated, our reputation in our industry and in the investment community could be damaged, and the market price of our common stock could decline.

Even if the Eldorado Transaction is completed, we may not achieve the intended benefits, and the Eldorado Transaction may disrupt our current plans or operations.

If the Eldorado Transaction is completed, there can be no assurance that we will be able to realize the intended benefits of such transaction.

If the Eldorado/Caesars Merger is consummated, we may be obligated to complete the Eldorado Transaction even if, during the pendency of the Eldorado/Caesars Merger, the finances and operations of Eldorado are materially and adversely impacted.

Moreover, the limited contractual protections under our agreements with Eldorado will not include (a) restrictions on certain asset sales by Caesars, (b) a right to automatically obtain liens on certain Caesars property under certain circumstances if Caesars refinances certain debt, (c) a right to obtain the benefit of certain covenants if made by Caesars if Caesars refinances certain debt with debt provided by affiliates or insiders of Caesars or (d) provisions designed to ensure that the guaranty and the associated leases will continue to remain in place if any lease is terminated, without our express written consent, all of which we are currently entitled to under our existing agreements with Caesars.

If the Eldorado Transaction is consummated and we do not receive the amount of net proceeds from the settlement of the Forward Sale Agreements that we expect, we may incur a substantially greater amount of debt either through additional long-term debt financing, under the Bridge Facilities or under our Revolving Credit Facility.

This additional debt could materially and adversely affect us, including by increasing our interest expense, restricting our ability to engage in additional transactions or incur additional indebtedness, or result in a downgrade or other adverse action with respect to our credit rating.

If we do not receive the amount of net proceeds from the settlement of the Forward Sale Agreements that we expect, we may be required to fund any shortfall with additional long-term debt, borrowings under the Bridge Facilities or borrowings under our Revolving Credit Facility equal to the difference to fund the purchase price and related fees and expenses.

Our net consolidated borrowing costs will depend on our overall indebtedness, our creditworthiness, interest rates in effect from time to time (including at the time we incur such debt), the structure of our debt, taxes and other factors.

No assurance can be given that long-term debt financing will be available to us on attractive terms, or at all, initially or to refinance any borrowings under the Bridge Facilities or borrowings under our Revolving Credit Facility.

Our credit ratings impact the cost and availability of borrowings and, accordingly, our cost of capital.

Our credit ratings at any time will reflect each rating organization’s opinion of our financial strength, operating performance and ability to meet our debt obligations.

There can be no assurance that we will achieve a particular rating or maintain a particular rating in the future.

Any reduction in our credit ratings may limit our ability to borrow at interest rates consistent with the interest rates that have been available to us and may subject us to additional covenants under our debt instruments.

An inability to achieve or maintain expected credit ratings would materially and adversely affect our ability to obtain long-term debt financing or to refinance amounts borrowed under the Bridge Facilities or borrowings under our Revolving Credit Facility.

upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market, internet gaming or legislative changes.

assuming control.

A transition of

| • | $1.55 billion of CPLV CMBS Debt. |

In addition, we expect to incur additional indebtedness in connection with the closing of the pending Greektown acquisition and to pay related fees and expenses, and we may incur additional indebtedness in the future to finance additional acquisitions or otherwise.

Our indebtedness is collateralized by substantially all of our properties.

These covenants could impair our ability to pursue our business and growth strategies, take advantage of new business opportunities or successfully compete.

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 (bringing the aggregate notional amount of debt subject to an interest rate swap to $2.0 billion).

If Caesars exercises the right to sell to (and lease from) us the Caesars Forum Convention Center and

to pay distributions, may expose us to interest rate fluctuation risk and may expose us to the risk of default under our debt obligations.

We may fail to consummate the pending acquisition of Greektown or may not consummate such acquisition on the terms agreed to.

If we fail to consummate the pending acquisition, we will not have acquired the revenue generating asset that will be required to produce the earnings and cash flow we anticipated.

As a result, failure to consummate the acquisition would reduce our anticipated rental revenue and adversely affect our earnings per share and our ability to make distributions to stockholders, and the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the pending acquisition will be completed.

Furthermore, our ability to raise the amount of long-term debt financing necessary to fund the pending acquisition is subject to market and economic conditions.

affected, including the ability of our tenants to continue to meet their obligations to us.

unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of certain agreements; or damage our reputation among our tenants and investors generally.

We may not be able to engage in desirable strategic or capital-raising transactions following the spin-off.

In addition, we could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions.

To preserve the tax-free treatment to CEOC of the spin-off, for the two-year period following the spin-off, we may be prohibited, except in specific circumstances, from: (1) entering into any transaction pursuant to which all or a portion of our stock would be acquired, whether by merger or otherwise, (2) issuing equity securities beyond certain thresholds, (3) repurchasing our common stock, (4) ceasing to actively conduct the business of operating VICI Golf, or (5) taking or failing to take any other action that

prevents the spin-off and related transactions from being tax-free.

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business.

the form of shares of our common stock to make distributions sufficient to enable us to pay out enough of our REIT taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year.

to avoid this built-in gain tax.

significant stockholder dilution or higher leverage.

outstanding shares of our common stock) or an affiliate of any interested stockholder and us for five years after the most recent date on which the stockholder becomes an interested stockholder, and (b) thereafter impose two super-majority stockholder voting requirements on these combinations; and

Any amendment to such provision of our charter must be approved by the affirmative vote of stockholders entitled to cast a majority of all votes entitled to be cast on the matter.

This provision of our bylaws may not be altered, amended or repealed except by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter.

Conflicts of interest could arise between the interests of our stockholders and the interests of holders of Operating Partnership units which may impede business decisions that could benefit our stockholders.

Conflicts of interest could arise as a result of the relationships between us, on the one hand, and our Operating Partnership or any limited partner thereof, if any, on the other.

Our directors and officers have duties to us under applicable Maryland law.

At the same time, we, as general partner of our Operating Partnership, have fiduciary duties and obligations to our Operating Partnership and its limited partners under Delaware law and the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership.

Our duties as general partner to our Operating Partnership and its limited partners may come into conflict with the duties of our directors and officers to VICI.

These conflicts may be resolved in a manner that is not in the best interests of our stockholders.

See “Cautionary Note Regarding Forward-Looking Statements.” You should also review [removed: the “Risk Factors” section] [added: the* [*“Risk Factors”*](#s5EFDC7FC127F5E14999BA664280F6F8F) *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*.

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 [removed: (“Formation Properties”)] of CEOC and certain of its subsidiaries, including four golf course businesses, were transferred through a series of transactions to us.

We conduct our real property business through an operating partnership and our golf course business through a [removed: taxable REIT subsidiary (“TRS”),] [added: 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, [added: 2019 and] 2018 and the period from October 6, 2017 (Formation Date) to December 31, 2017.

Other financial information included, beginning on page [removed: F-37] [added: F-50] 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.

Subsidiaries of Caesars [removed: and] Penn [removed: National] [added: National, Hard Rock, Century Casinos and JACK Entertainment] are the lessees of all of our properties pursuant to the Lease Agreements, and Caesars, [removed: CRC or] [added: CRC,] Penn [removed: National] [added: National, Seminole Hard Rock, Century Casinos or Rock Ohio Ventures LLC] guarantees the obligations of the tenants under the Lease Agreements.

Accordingly, we are dependent on [removed: Caesars, Penn National,] [added: our tenants,] 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 [removed: Caesars’ or Penn Nationals’] [added: any of our tenant’s] 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 [removed: Item] [added: [Item] 1A “Risk Factors—Risks Related to Our Business and [removed: Operations.”][added: Operations.”](#s5EFDC7FC127F5E14999BA664280F6F8F)]

Finally, we believe the approximately 34 acres [removed: (after giving effect to the sale] of [removed: 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.

[added: We can provide no assurance] that we will exercise any of our contractual rights to purchase one or more properties from Caesars [added: (or the combined Eldorado/Caesars following the closing of the Eldorado Transaction), that the combined Eldorado/Caesars entity will trigger the rights of first offer under the Las Vegas ROFR and Horseshoe Baltimore ROFR,] or [added: that we will] otherwise be successful in acquiring any [removed: properties.][added: properties (whether subject to the Las Vegas ROFR, the Horseshoe Baltimore ROFR, or otherwise).]

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 [removed: those relating to recent transactions.]

In addition to rent, our [added: current Lease Agreements require our] tenants [removed: 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.

| (In thousands) | [removed: 2018] [added: 2019] | | | | [removed: 2017*] [added: 2018] | | | | Variance | | |

| Income from direct financing [added: and sales-type] leases | $ | [removed: 741,564] [added: 822,205] | | | $ | [removed: 150,171] [added: 741,564] | | | $ | [removed: 591,393] [added: 80,641] | |

| Income from operating leases | [removed: 47,972] [added: 43,653] | | | | [removed: 11,529] [added: 47,972] | | | | [removed: 36,443] [added: (4,319] | | [added: )] |

| Tenant reimbursement of property taxes | [removed: 81,240] [added: —] | | | | [removed: 19,558] [added: 81,240] | | | | [removed: 61,682] [added: (81,240] | | [added: )] |

| Golf operations | [removed: 27,201] [added: 28,940] | | | | [removed: 6,351] [added: 27,201] | | | | [removed: 20,850] [added: 1,739] | | |

| General and administrative | [removed: 24,429] [added: 24,569] | | | | [removed: 9,939] [added: 24,429] | | | | [removed: 14,490] [added: 140] | | |

| Property taxes | [removed: 81,810] [added: —] | | | | [removed: 19,558] [added: 81,810] | | | | [removed: 62,252] [added: (81,810] | | [added: )] |

| Golf operations | [removed: 17,371] [added: 18,901] | | | | [removed: 4,126] [added: 17,371] | | | | [removed: 13,245] [added: 1,530] | | |

| Loss on impairment | [removed: 12,334] [added: —] | | | | [removed: —] [added: 12,334] | | | | [removed: 12,334] [added: (12,334] | | [added: )] |

| [removed: Acquisition] [added: Transaction] and [removed: transaction] [added: acquisition] expenses | [removed: 393 | | | | 9,039] [added: 4,998] | | | | [removed: (8,646] [added: 393] | | [removed: )] |

| Total operating expenses | [removed: 140,023] [added: 52,299] | | | | [removed: 43,413] [added: 140,023] | | | | [removed: 96,610] [added: (87,724] | | [added: )] |

| Interest expense | [removed: (212,663] [added: (248,384] | | ) | | [removed: (63,354] [added: (212,663] | | ) | | [removed: (149,309] [added: (35,721] | | ) |

| Interest income | [removed: 11,307] [added: 20,014] | | | | [removed: 282] [added: 11,307] | | | | [removed: 11,025] [added: 8,707] | | |

| Loss from extinguishment of debt | [removed: (23,040] [added: (58,143] | | ) | | [removed: (38,488] [added: (23,040] | | ) | | [removed: 15,448] [added: (35,103] | | [added: )] |

| Income before income taxes | [removed: 533,558] [added: 555,986] | | | | [removed: 42,636] [added: 533,558] | | | | [removed: 490,922] [added: 22,428] | | |

| Income tax (expense) benefit | [removed: (1,441] [added: (1,705] | | ) | | [removed: 1,901] [added: (1,441] | | [added: )] | | [removed: (3,342] [added: (264] | | ) |

| Net income | [removed: 532,117] [added: 554,281] | | | | [removed: 44,537] [added: 532,117] | | | | [removed: 487,580] [added: 22,164] | | |

| Less: Net income attributable to non-controlling interests | [removed: (8,498] [added: (8,317] | | ) | | [removed: (1,875] [added: (8,498] | | ) | | [removed: (6,623] [added: 181] | | [removed: )] |

| Net income attributable to common stockholders | $ | [removed: 523,619 | | | $ | 42,662] [added: 545,964] | | | $ | [removed: 480,957] [added: 523,619] | |

[removed: For] [added: Results of Operations for] the [removed: year ended December] [added: Year Ended December] 31, [removed: 2018 and] [added: 2018 and] the [removed: period] [added: Period] from October 6, 2017 to December 31, [removed: 2017, our revenue was $898.0 million and $187.6 million, respectively, and was comprised as follows:][added: 2017]

| (In thousands) | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | Variance | | |

| Golf course business revenue | [removed: 27,201] [added: 28,940] | | | | [removed: 6,351] [added: 27,201] | | | | [removed: 20,850] [added: 1,739] | | |

The following table details the components of our income from direct [removed: financing] [added: financing, sales-type] and operating leases:

| (In thousands) | [added: 2019 | | | |] 2018 | | | | [removed: 2017] [added: Variance] | | |

| Income from direct financing [added: and sales-type] leases | $ | [added: 822,205 | | | $ |] 741,564 | | | $ | [removed: 150,171] [added: 80,641] | |

| Income from operating leases [added: *(1)*] | [added: 43,653 | | | |] 47,972 | | | | [removed: 11,529] [added: (4,319] | | [added: )] |

| Total leasing revenue | [added: 865,858 | | | |] 789,536 | | | | [removed: 161,700] [added: 76,322] | | |

| Total contractual leasing revenue | $ | [added: 866,097 | | | $ |] 744,132 | | | $ | [removed: 153,257] [added: 121,965] | |

Summary of Significant 2019 Activities (and Significant Activities Subsequent to Year-End)

Since January 1, 2019 our significant activities, in reverse chronological order, are as follows:

Unsecured February 2020 Senior Notes Offering and Redemption and Repayment of the Second Lien Notes

On February 5, 2020, the Operating Partnership issued (i) $750.0 million in aggregate principal amount of 3.500% senior unsecured notes due 2025, (ii) $750.0 million in aggregate principal amount of 3.750% senior unsecured notes due 2027 and (iii) $1.0 billion of 4.125% senior unsecured notes due 2030.

We placed $2.0 billion of the net proceeds into escrow pending the consummation of the Eldorado Transaction, and used the remaining net proceeds from the 2025 Notes, together with cash on hand, to redeem in full the outstanding $498.5 million in aggregate principal amount of the Second Lien Notes plus the Second Lien Notes Applicable Premium, which resulted in a total redemption amount of approximately $537.5 million.

The 2025 Notes will mature on February 15, 2025, the 2027 Notes will mature on February 15, 2027 and the 2030 Notes will mature on August 15, 2030.

Interest on the 2025 Notes will accrue at a rate of 3.500% per annum, interest on the 2027 Notes will accrue at a rate of 3.750% per annum and interest on the 2030 Notes will accrue at a rate of 4.125% per annum.

Interest on the February 2020 Unsecured Notes will be payable semi-annually in cash in arrears on February 15 and August 15 of each year, commencing on August 15, 2020.

The indentures governing the February 2020 Senior Unsecured Notes contain certain covenants substantially similar to those in the indentures governing the November 2019 Senior Unsecured Notes, and the February 2020 Senior Unsecured Notes are guaranteed by the guarantors of the November 2019 Senior Unsecured Notes.

Closing of Purchase of JACK Cleveland/Thistledown

On January 24, 2020, we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of the JACK Cleveland Casino, located in Cleveland, Ohio and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of the JACK Thistledown Racino located in North Randall, Ohio from affiliates of JACK Entertainment, for approximately $843.3 million in cash (the “JACK Cleveland/Thistledown Acquisition”).

Simultaneous with the closing of the JACK Cleveland/Thistledown Acquisition, we entered into a master triple-net lease agreement for JACK Cleveland and JACK Thistledown with subsidiaries of JACK Entertainment.

The lease has an initial total annual rent of $65.9

million and an initial term of 15 years, with four five-year tenant renewal options.

The tenant’s obligations under the lease are guaranteed by Rock Ohio Ventures LLC (“Rock Ohio Ventures”).

Additionally, we made a $50.0 million loan (the “ROV Loan”) to affiliates of Rock Ohio Ventures secured by, among other things, certain non-gaming real estate assets owned by such affiliates and guaranteed by Rock Ohio Ventures.

The ROV Loan bears interest at 9.0% per annum for a period of five years with two one-year extension options.

Repricing of Term Loan B Facility

On January 24, 2020, VICI PropCo entered into Amendment No. 1 to the Amended and Restated Credit Agreement, which, among other things, reduced the interest rate on the Propco Term Loan B Facility from LIBOR plus 2.00% to LIBOR plus 1.75%.

Sale of Harrah’s Reno

On December 31, 2019 we and Caesars entered into a definitive agreement to sell the Harrah’s Reno asset for $50.0 million to a third party.

We are entitled to receive 75% of the proceeds of the sale and Caesars is entitled to receive 25% of the proceeds.

The annual rent payments under the Non-CPLV Lease Agreement will remain unchanged following completion of the disposition.

Closing of Purchase of Century Portfolio

On December 6, 2019, we completed the previously announced transaction to acquire the land and real estate assets of (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri from affiliates of Eldorado, for approximately $277.8 million, and a subsidiary of Century Casinos acquired the operating assets of the Century Portfolio for approximately $107.2 million (together, the “Century Portfolio Acquisition”).

Simultaneous with the closing of the Century Portfolio Acquisition, we entered into a master triple-net lease agreement for the Century Portfolio with a subsidiary of Century Casinos.

The master lease has an initial total annual rent of $25.0 million and an initial term of 15 years, with four five-year tenant renewal options.

The tenant’s obligations under the lease are guaranteed by Century Casinos.

Unsecured November 2019 Senior Notes Offering and Repayment of the CPLV CMBS Debt

On November 26, 2019, the Operating Partnership issued (i) $1,250 million in aggregate principal amount of 4.250% Senior Notes due 2026, and (ii) $1,000 million in aggregate principal amount of 4.625% Senior Notes due 2029.

We used the proceeds of the offering to repay in full the CPLV CMBS Debt, and pay certain fees and expenses, and any remaining net proceeds were used to complete the purchase of the JACK Cleveland/Thistledown Acquisition.

The 2026 Notes will mature on December 1, 2026, and the 2029 Notes will mature on December 1, 2029.

Interest on the 2026 Notes will accrue at a rate of 4.250% per annum, and interest on the 2029 Notes will accrue at a rate of 4.625% per annum.

Interest on the Notes will be payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing on June 1, 2020.

Closing of Purchase of Hard Rock Cincinnati

On September 20, 2019, we completed the previously announced transaction to acquire the casino-entitled land and real estate and related assets of Hard Rock Cincinnati, located in Cincinnati, Ohio from affiliates of JACK Entertainment LLC, for approximately $558.3 million, and a subsidiary of Hard Rock acquired the operating assets of the Hard Rock Cincinnati Casino for $186.5 million (together, the “Hard Rock Cincinnati Acquisition”).

Simultaneous with the closing of the Hard Rock Cincinnati Acquisition, we entered into a triple-net lease agreement for Hard Rock Cincinnati with a subsidiary of Hard Rock.

The lease has an initial total annual rent of $42.8 million and an initial term of 15 years, with four five-year tenant renewal options.

The tenant’s obligations under the lease are guaranteed by Seminole Hard Rock Entertainment, Inc.

Eldorado Transaction

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. |

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.

We can provide no assurance

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.

| Revenues | 897,977 | | | | 187,609 | | | | 710,368 | | |

| Depreciation | 3,686 | | | | 751 | | | | 2,935 | | |

| Operating income | 757,954 | | | | 144,196 | | | | 613,758 | | |

_____________________________

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

| Real property business revenue | $ | 870,776 | | | $ | 181,258 | | | $ | 689,518 | |

| 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.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Less: Direct financing lease adjustment *(1)* | (45,404 | | ) | | (8,443 | | ) |

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.

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 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.

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.

No such impairment occurred in the comparative period.

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.

As of December 31, [removed: 2018,] [added: 2019,] we had [removed: $4,148.5] [added: $4,848.5] million of debt outstanding of which [removed: $2,048.5] [added: $2,748.5] million was fixed rate debt and [removed: $1,500.0] [added: $2,000.0] million was hedged variable rate debt, the remaining [removed: $600.0] [added: $100.0] million of our indebtedness was unhedged.

As of December 31, [removed: 2018,] [added: 2019,] a one percent increase or decrease in the annual interest rate on our unhedged variable rate borrowings of [removed: $600.0] [added: $100.0] million would increase or decrease our annual cash interest expense by approximately [removed: $6.0] [added: $1.0] million.

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.

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.

Our national, geographically diverse portfolio currently consists of [removed: 22] [added: 28] 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.

Across approximately [removed: 39] [added: 40] million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in [removed: ten] [added: twelve] states, contain approximately [removed: 14,800] [added: 15,600] hotel rooms and feature over [removed: 150] [added: 180] restaurants, bars and nightclubs.

We believe we have [removed: a] mutually beneficial [removed: relationship] [added: relationships] with [removed: Caesars and] [added: Caesars,] Penn National, [removed: both] [added: Hard Rock, Century Casinos and JACK Entertainment, all] of which are leading owners and operators of gaming, entertainment and leisure properties.

Our long-term triple-net Lease Agreements with subsidiaries of [removed: Caesars and Penn National] [added: our operators] provide us with a highly predictable revenue stream with embedded growth potential.

We [removed: have elected to be taxed] [added: conduct our operations] as a real estate investment trust (“REIT”) for U.S. [removed: Federal] [added: federal] income tax [removed: purposes commencing with our taxable year ended December 31, 2017.][added: purposes.]

Our properties are well-maintained and leased to leading [removed: brands,] [added: brands] such as Caesars, [removed: Horseshoe,] Harrah’s, [removed: Bally’s] [added: Horseshoe, Bally’s, Margaritaville, Greektown, JACK, Hard Rock, Century] and [removed: Margaritaville.][added: Mountaineer.]

[removed: The properties operate primarily under the Caesars,] Harrah’s, Horseshoe, [removed: Bally’s] [added: Bally’s, Margaritaville, Greektown, JACK, Hard Rock, Century] and [removed: Margaritaville] [added: Mountaineer] 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 [removed: will enhance] [added: enhances] the value of our [removed: properties.][added: properties and maintains their competitive market position.]

Our portfolio includes [removed: 22] [added: 28] geographically diverse casino resorts that serve numerous Metropolitan Statistical Areas (“MSAs”) nationally.

Our properties are 100% occupied pursuant to our long-term triple-net Lease Agreements with subsidiaries of [removed: Caesars and] [added: Caesars,] Penn National, [added: Hard Rock, Century Casinos and JACK Entertainment,] providing us with a predictable level of rental revenue to support future cash distributions to our stockholders.

Based on historical performance of the properties, we expect that the properties will generate sufficient revenues for [removed: Caesars’ and Penn National’s subsidiaries] [added: our tenants] to pay to us all rent due under the Lease Agreements.

We believe our relationship with [removed: Caesars and] [added: Caesars,] Penn National, [added: Hard Rock, Century Casinos and JACK Entertainment,] 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.

[removed: Caesars or CRC] [added: Caesars] guarantees the payment obligations of our tenants under the [removed: Caesars] [added: Formation] Lease [removed: Agreements and] [added: Agreements, CRC, a subsidiary of Caesars, guarantees the payment obligations of our tenant under the HLV Lease Agreement,] Penn National guarantees the payment obligations of our tenant under the [removed: Margaritaville] [added: Penn National] Lease [removed: Agreement.][added: Agreements, Seminole Hard Rock guarantees the payment obligations of our tenant under the Hard Rock Cincinnati Lease Agreement, Century Casinos guarantees the payment obligations of our tenant under the Century Portfolio Lease Agreement and Rock Ohio Ventures LLC guarantees the payment obligations of our tenants under the JACK Cleveland/Thistledown Lease Agreement.]

All of our existing properties are leased to subsidiaries of [removed: Caesars or] [added: Caesars,] Penn [removed: National.][added: National, Hard Rock, Century Casinos and JACK Entertainment.]

In addition to the properties leased from us, [removed: Caesars and] [added: Caesars,] Penn [removed: National] [added: National, Hard Rock and Century Casinos] operate numerous other casino resorts, collectively comprising a nationally recognized portfolio of brands.

[removed: Core to Caesars’ cross market strategy,] [added: In addition, Caesars uses] the Caesars Rewards® [removed: program] [added: program, which] is [added: core to its cross-market strategy and is] designed to encourage Caesars’ customers to direct a larger share of their entertainment spending to Caesars.

Our Chief Executive Officer, Edward Pitoniak, and President and Chief Operating Officer, John Payne, are industry veterans with an average of [added: over] 30 years of experience in the REIT, gaming and experiential real estate industries, during which time they were able to drive controlled growth and diversification of significant real estate and gaming portfolios.

Our Chief Financial Officer and General Counsel have an average of [added: over] 20 years of experience in the REIT, real estate and hospitality industries and bring significant leadership and expertise to our team across capital markets, corporate finance, [removed: acquisitions] [added: acquisitions, risk management] and corporate governance.

Robust corporate governance in the best interests of our stockholders is of central importance to the management of our company, as we have a separate Chairman of the Board and Chief Executive Officer and all members of our audit [removed: and finance] committee qualify as an “audit committee financial expert” as defined by the SEC.

The following [removed: chart] [added: map] and [removed: table] [added: tables] summarize our current portfolio of properties, our pending [removed: acquisition, our properties subject to the call option agreement with Caesars] [added: acquisitions] and our properties subject to the right of first refusal agreement and put/call [removed: agreement with Caesars.][added: agreement, subject to the closing of the Eldorado/Caesars Merger.]

[removed: ][added: ]

| MSA / Property | | | Location | | Approx. Casino [removed: Sq Ft] [added: Sq. Ft.] (000’s) | | Approx. Gaming Units | | [removed: Hotel Rooms] [added: Hotel Rooms] | | Lease Agreement |

| | Harrah’s Reno [added: (1)] | | Reno, NV | | 40 | | 640 | | 930 | | Non-CPLV |

| | Harrah’s Philadelphia [removed: (1)] [added: (2)] | | Chester, PA | | 113 | | 2,560 | | N/A | | Non-CPLV |

| | Harrah’s Joliet [removed: (2)] [added: (3)] | | Joliet, IL | | 39 | | 1,130 | | 200 | | Joliet |

| | Harrah’s Louisiana Downs [removed: (1)] [added: (2)] | | Bossier City, LA | | 12 | | 830 | | N/A | | Non-CPLV |

| | Margaritaville Resort Casino [removed: (3)] | | Bossier City, LA | | 27 | | [removed: 1,267] [added: 1,270] | | 395 | | Margaritaville |

| | Tunica Roadhouse [removed: (4)] [added: (5)] | | Robinsonville, MS | | N/A | | N/A | | 140 | | Non-CPLV |

| [removed: Louisville, KY] [added: Louisville] | | | | | | | | | | | |

| | [removed: Horseshoe] [added: Caesars] Southern Indiana | | Elizabeth, IN | | 87 | | 1,680 | | 500 | | Non-CPLV |

| | Greektown [removed: Casino-Hotel] [added: Casino Hotel] | | Detroit, MI | | 100 | | [removed: 2,480] [added: 2,780] | | 400 | | [removed: N/A] [added: Greektown] |

| | Harrah’s Atlantic City [added: (7)] | | Atlantic City, NJ | | 156 | | 2,270 | | 2,590 | | [removed: N/A] [added: Non-CPLV (6)] |

| | Harrah’s New Orleans [added: (7)] | | New Orleans, LA | | 125 | | [removed: 1,620] [added: 1,630] | | 450 | | [removed: N/A] [added: Non-CPLV (6)] |

| | Harrah’s Laughlin [added: (7)] | | Laughlin, NV | | [removed: 55] [added: 56] | | 910 | | [removed: 1,500] [added: 1,510] | | [removed: N/A] [added: Non-CPLV (6)] |

| [removed: | (1)] [added: (2)] Property has live horse racing. | | | | | | | | | | | [added: |]

| [removed: | (2)] [added: (3)] Owned by Harrah’s Joliet Landco LLC, a joint venture of which VICI PropCo is the 80% owner and the managing member. | | | | | | | | | | | [added: |]

| [removed: | (4)] [added: (5)] In January of 2019, Caesars combined the gaming operations of Tunica Roadhouse and Horseshoe Tunica. | | | | | | | | | | | [added: |]

As of December 31, [removed: 2018,] [added: 2019,] Caesars operates 53 properties, consisting of [removed: 24] [added: 23] owned and operated properties, eight properties that it manages on behalf of third parties and [removed: 21] [added: 20] properties that it leases from us.

[removed: Overview of our] [added: Our] Lease Agreements

We derive substantially all of our revenues from rental revenue from the [removed: leases of our properties to certain subsidiaries of Caesars and Penn National pursuant to the] Lease [removed: Agreements,] [added: Agreements for our properties,] each of which are “triple-net” leases, pursuant to which the tenant bears responsibility for all property costs and expenses associated with ongoing maintenance and operation, including utilities, property tax and insurance.

We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

We conduct our real property business through our Operating Partnership and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf.

The properties operate primarily under the Caesars,

The payment obligations of our tenants are guaranteed by Caesars, Penn National, Seminole Hard Rock, Century Casinos and Rock Ohio Ventures LLC, as applicable.

Subsequent to the closing of the Eldorado/Caesars merger, the Caesars Rewards® program will remain as the customer loyalty program and will include the Eldorado owned brands.

Our other tenants operate their own customer loyalty rewards programs including Penn National using the mychoice® reward program and Hard Rock using the Hard Rock Rewards® program.

| Cincinnati | | | | | | | | | | | |

| | Hard Rock Cincinnati | | Cincinnati, OH | | 100 | | 1,900 | | N/A | | Hard Rock Cincinnati |

| Cleveland | | | | | | | | | | | |

| | JACK Cleveland (4) | | Cleveland, OH | | 96 | | 1,450 | | N/A | | JACK Cleveland/Thistledown |

| | JACK Thistledown Racino (4) | | North Randall, OH | | 57 | | 1,480 | | N/A | | JACK Cleveland/Thistledown |

| St. Louis | | | | | | | | | | | |

| | Century Cape Girardeau | | Cape Girardeau, MO | | 42 | | 880 | | N/A | | Century Portfolio |

| | Century Caruthersville | | Caruthersville, MO | | 21 | | 510 | | N/A | | Century Portfolio |

| Pittsburgh | | | | | | | | | | | |

| | Mountaineer Casino Resort & Racetrack | | New Cumberland, WV | | 76 | | 1,520 | | 357 | | Century Portfolio |

| | Total Casinos | | 28 | | 1,750 | | 36,840 | | 15,552 | | |

| MSA / Property | | | Location | | Approx. Casino Sq. Ft. (000’s) | | Approx. Gaming Units | | Hotel Rooms | | Lease Agreement |

| Louisville | | | | | | | | | | | |

| | Total | | 32 | | 1,750 | | 36,840 | | 15,552 | | |

| Pending Acquisitions | | | | | | | | | | | |

| Laughlin | | | | | | | | | | | |

| | Total | | 3 | | 337 | | 4,810 | | 4,550 | | |

| Put/Call Properties | | | | | | | | | | | |

| Indianapolis | | | | | | | | | | | |

| | Indiana Grand Racing & Casino (2)(7) | | Anderson, IN | | 84 | | 2,070 | | N/A | | N/A |

| | Harrah’s Hoosier Park (2)(7) | | Shelbyville, IN | | 54 | | 1,070 | | N/A | | N/A |

| Las Vegas | | | | | | | | | | | |

| | Caesars Forum Convention Center | | Las Vegas, NV | | N/A | | N/A | | N/A | | N/A |

| | Total | | 3 | | 138 | | 3,140 | | — | | |

| (1) On December 31, 2019 we and Caesars entered into a definitive agreement to sell the Harrah’s Reno asset for $50 million to a third party. We are entitled to receive 75% of the proceeds of the sale and Caesars is entitled to receive 25% of the proceeds. The annual rent payments under the Non-CPLV Lease Agreement will remain unchanged following completion of the disposition. | | | | | | | | | | | |

| (4) On January 24, 2020, we completed the previously announced transaction to acquire JACK Cleveland/Thistledown. | | | | | | | | | | | |

| (6) The Harrah’s Atlantic City, Harrah’s New Orleans and Harrah’s Laughlin properties will be added to the Non-CPLV Lease Agreement upon the closing of the Eldorado Transaction. | | | | | | | | | | | |

| (7) Subject to closing of Eldorado/Caesars Merger. See Item 1 - Business - Our Relationship with Caesars - Call Right Agreements and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Summary of Recent Activities - Eldorado Transaction. | | | | | | | | | | | |

The following is a summary of the material lease provisions of the Caesars Lease Agreements (which does not reflect the modifications to the Caesars Lease Agreements contemplated in connection with the closing of the Eldorado Transaction):

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| ($ In thousands) | | | | | | |

| Current Annual Rent (2) | | $508,534 | | $207,745 | | $89,157 |

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.

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.

With respect to Caesars these include Caesars, Harrah’s, Horseshoe and Bally’s, and Caesars operates its portfolio of properties (including the properties that are leased from us) using the Caesars Rewards® customer loyalty program.

With respect to Penn National its brands include, but are not limited to, Hollywood, Boomtown, Argosy and Margaritaville, and Penn National operates its portfolio of properties (including the property leased from us) using the mychoice® customer loyalty program.

| | Bluegrass Downs (1) | | Paducah, KY | | N/A | | N/A | | N/A | | Non-CPLV |

| | Total Casinos | | 22 | | 1,258 | | 26,317 | | 14,795 | | |

| | Total | | 26 | | 1,258 | | 26,317 | | 14,795 | | |

| Pending Acquisition | | | | | | | | | | | |

| Option Properties | | | | | | | | | | | |

| Nevada | | | | | | | | | | | |

| | Total | | 3 | | 336 | | 4,800 | | 4,540 | | |

| | (3) We completed the previously announced acquisition of Margaritaville Resort Casino on January 2, 2019. | | | | | | | | | | |

Our Tenants

All of our properties with the exception of the golf courses and Margaritaville Resort Casino are leased to Caesars.

The golf courses are internally managed (through our taxable REIT subsidiary, VICI Golf) and the Margaritaville Resort Casino is leased to Penn National.

Caesars was our only tenant as of December 31, 2018 and is the guarantor of the lease payment obligations of the properties that it leases from us.

Caesars is a publicly traded company that is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission.

Caesars’ SEC filings are available to the public from the SEC’s web site at www.sec.gov.

We make no representation as to the accuracy or completeness of the information regarding Caesars that is available through the SEC’s website or otherwise made available by Caesars or any third party, and none of such information is incorporated by reference in this Annual Report on Form 10-K.

On December 26, 2018, each of the Caesars Lease Agreements were amended to better align our interests with that of our tenant Caesars.

As provided for in the amended lease agreements, the provisions regarding the Escalators for the Non-CPLV Lease Agreement and Joliet Lease Agreement were amended so that the rent escalation commenced effective as of November 1, 2018.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Lease Provision *(2)* | | Prior to Amendment | | As Amended | | Prior to Amendment | | As Amended | | Prior to Amendment and as Amended |

| Initial Base Rent *(3)* | | $472,925 | | $493,925 | | $165,000 | | $200,000 | | $87,400 |

*(1) With respect to the Joliet Lease Agreement, we are entitled to receive 80% of the rent thereunder pursuant to the operating agreement of our joint venture, Harrah’s Joliet Landco LLC.*

*(3) The base rents of the Non-CPLV Lease Agreement and CPLV Lease Agreement were adjusted by* *$21.0 million* *and* *$35.0 million, respectively, to incorporate the base rent for Harrah’s Philadelphia and Octavius Tower, respectively.

The additional* *$35.0 million* *of rent for Octavius Tower is not subject to the Escalator.*

*(6) No material modifications to the HLV Lease Agreement occurred as a result of the amendments to the Caesars Lease Agreements.*

The following summarizes the key terms of the Margaritaville Lease Agreement, which is effective as of January 2, 2019 upon closing the acquisition of the Margaritaville Resort Casino:

| Building base rent | | $17,200 |

| Land base rent (2) | | $3,000 |

*(2) Land base rent is not subject to escalation.*

In addition to customary default remedies, if CEOC does not spend the full amount of the minimum capital expenditures as required under the applicable Formation Lease Agreement, we have the right to seek the remedy of specific performance to require CEOC to spend any such unspent amount or deposit such amounts in a reserve account.

CEOC’s obligations to spend the minimum capital expenditures will constitute monetary obligations included in Caesars’ obligations as guarantor with respect to these Formation Lease Agreements.

As of December 31, 2018, all our gaming facilities were leased to subsidiaries of Caesars.

Consistent with our diversification strategy, on January 2, 2019 we completed the previously disclosed transaction to acquire the Margaritaville Resort Casino and entered into a long-term lease with a subsidiary of Penn National.

We believe we have a mutually beneficial relationship with Caesars, a leading owner and operator of gaming, entertainment and leisure properties.

The Second Amended and Restated Right of First Refusal Agreement also contains a right of first refusal in favor of Caesars, pursuant to which Caesars will have the right to lease and manage any domestic gaming facility located outside of Greater Las

capitalize on acquisition opportunities that meet our investment objectives.

As of December 31, [removed: 2018,] [added: 2019,] 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.

| [removed: x] [added: ☒] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the Fiscal Year Ended December 31, [removed: 2018][added: 2019]

| [removed: o] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

Commission file [removed: number: 000-55791][added: number: 000-55791]

[removed: 430 Park] [added: 535 Madison] Avenue, [removed: 8th Floor New York, New York 10022][added: 20th Floor New York, New York 10022]

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

| Title of each class | | [added: Trading Symbol | |] Name of each exchange on which registered |

| Common stock, $0.01 par value | | [added: VICI | |] New York Stock Exchange |

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

| Large accelerated filer | [removed: x] [added: ☒] | Accelerated filer | [removed: o] [added: ☐] |

| Non-accelerated filer | [removed: o] [added: ☐] | Smaller reporting company | [removed: o] [added: ☐] |

| | | Emerging growth company | [removed: o] [added: ☐] |

As of June [removed: 29, 2018] [added: 28, 2019] (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 [removed: $7.6] [added: $10.1] billion, based on the closing price of the common stock as reported on the NYSE on that date.

As of February [removed: 11, 2019,] [added: 19, 2020,] the registrant had [removed: 404,726,821] [added: 468,491,573] shares of common stock outstanding.

Portions of the Company’s definitive proxy statement relating to the [removed: 2019] [added: 2020] 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.

| | [Item 1 – [removed: Business](#s640CFD2A6E6454B1A8CD2F5053034F11)] [added: Business](#sDACF9CBBFE83587BA1034C7D37DD1C24)] | [removed: [1](#s640CFD2A6E6454B1A8CD2F5053034F11)] [added: [1](#sDACF9CBBFE83587BA1034C7D37DD1C24)] |

| | [Item 1A – Risk [removed: Factors](#sF85E0A0B799C5BA7B68D434ECC851519)] [added: Factors](#s5EFDC7FC127F5E14999BA664280F6F8F)] | [removed: [20](#sF85E0A0B799C5BA7B68D434ECC851519)] [added: [24](#s5EFDC7FC127F5E14999BA664280F6F8F)] |

| | [Item 1B – Unresolved Staff [removed: Comments](#s3C4467371CF95983B71007211B26CB96)] [added: Comments](#s20137851E688548DA8AFF8278F1F27FE)] | [removed: [40](#s3C4467371CF95983B71007211B26CB96)] [added: [48](#s20137851E688548DA8AFF8278F1F27FE)] |

| | [Item 2 – [removed: Properties](#sEB49F01FEC205CB4933DA3298A63B89A)] [added: Properties](#s2CEA2A2D70A455BABC151096D0E5BFA3)] | [removed: [40](#sEB49F01FEC205CB4933DA3298A63B89A)] [added: [48](#s2CEA2A2D70A455BABC151096D0E5BFA3)] |

| | [Item 3 – Legal [removed: Proceedings](#sC87D107F2ABF5810A460EA35550F203F)] [added: Proceedings](#s685B9495DC3E5CB0B5B31D9AD3F0AB5E)] | [removed: [40](#sC87D107F2ABF5810A460EA35550F203F)] [added: [48](#s685B9495DC3E5CB0B5B31D9AD3F0AB5E)] |

| | [Item 4 – Mine Safety [removed: Disclosures](#s4414136984915807B587D009B1F2A1BC)] [added: Disclosures](#sB22799B74BBA5807B3D7D3AE1AD6A9D4)] | [removed: [40](#s4414136984915807B587D009B1F2A1BC)] [added: [48](#sB22799B74BBA5807B3D7D3AE1AD6A9D4)] |

| | [Item 5 – Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sF5AD0BF592C15D6E9DE8860517486B1F)] [added: Securities](#sDE341BE10DE55A5AA3787D5E15AB0C67)] | [removed: [41](#sF5AD0BF592C15D6E9DE8860517486B1F)] [added: [49](#sDE341BE10DE55A5AA3787D5E15AB0C67)] |

| | [Item 6 – Selected Financial [removed: Data](#s4A526C658A415891B5FCBFA3515543F7)] [added: Data](#s895C886E94E255178AC47F59422F8819)] | [removed: [43](#s4A526C658A415891B5FCBFA3515543F7)] [added: [52](#s895C886E94E255178AC47F59422F8819)] |

| | [Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s21070727F9A95E2E9ED622D3876C6282)] [added: Operations](#s61B79DDA8C8F5AB586AE172AE81CF8B3)] | [removed: [45](#s21070727F9A95E2E9ED622D3876C6282)] [added: [54](#s61B79DDA8C8F5AB586AE172AE81CF8B3)] |

| | [Item 7A – Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD5F20D8AC3D05A318C10B115915FF199)] [added: Risk](#s45E0B0E551CC56A6981A46D876686C71)] | [removed: [57](#sD5F20D8AC3D05A318C10B115915FF199)] [added: [72](#s45E0B0E551CC56A6981A46D876686C71)] |

| | [Item 8 – Financial Statements and Supplementary [removed: Data](#sBDF89E6458EA5E20A67280B61E4453E6)] [added: Data](#s68074824C58550E9890F0B55C57D9739)] | [removed: [58](#sBDF89E6458EA5E20A67280B61E4453E6)] [added: [72](#s68074824C58550E9890F0B55C57D9739)] |

| | [Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s9A48370EBC8B557B80807AA0B4581B0E)] [added: Disclosure](#s0317242AFA6C5CC7AE7DA930F4C2FEA1)] | [removed: [58](#s9A48370EBC8B557B80807AA0B4581B0E)] [added: [72](#s0317242AFA6C5CC7AE7DA930F4C2FEA1)] |

| | [Item 9A – Controls and [removed: Procedures](#s70F95832AC8C5A28BB890865C9E4A10C)] [added: Procedures](#sED756F5C1AF05D409CE82352F7781609)] | [removed: [58](#s70F95832AC8C5A28BB890865C9E4A10C)] [added: [73](#sED756F5C1AF05D409CE82352F7781609)] |

| | [Item 9B – Other [removed: Information](#s19E64DEF4960547F9D15C7F54AD6286D)] [added: Information](#sF0177E9B5CD45FB6908BD0BC3BA25564)] | [removed: [59](#s19E64DEF4960547F9D15C7F54AD6286D)] [added: [73](#sF0177E9B5CD45FB6908BD0BC3BA25564)] |

| [Part [removed: III](#sEB7E86CA777354468991FCB979406B35)] [added: III](#sC6CC5B923F815ACEB279D072848571E3)] | | |

| | [Item 10 – Directors, Executive Officers and Corporate [removed: Governance](#s5A1A318E22475D5FAA65C2B43CFE6C22)] [added: Governance](#sB8DF1AAB4F8759608CF3B64C668F83B1)] | [removed: [60](#s5A1A318E22475D5FAA65C2B43CFE6C22)] [added: [74](#sB8DF1AAB4F8759608CF3B64C668F83B1)] |

| | [Item 11 – Executive [removed: Compensation](#sFBBD633F3FB05A6DAB756345CA372939)] [added: Compensation](#s374AE0F28D7B5CB3ACAD3CC819F76E78)] | [removed: [60](#sFBBD633F3FB05A6DAB756345CA372939)] [added: [74](#s374AE0F28D7B5CB3ACAD3CC819F76E78)] |

| | [Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sB125246591825A699B5CB267F0AC8577)] [added: Matters](#sB2BADA48732056C18A80630C2AB3BF1F)] | [removed: [60](#sB125246591825A699B5CB267F0AC8577)] [added: [74](#sB2BADA48732056C18A80630C2AB3BF1F)] |

| | [Item 13 – Certain Relationships and Related Transactions, and Director [removed: Independence](#s02644F9387725137BC3F432EB7D60EE8)] [added: Independence](#sA050C6FFBD2753C9B2FA3CBDA667BF9F)] | [removed: [60](#s02644F9387725137BC3F432EB7D60EE8)] [added: [74](#sA050C6FFBD2753C9B2FA3CBDA667BF9F)] |

| | [Item 14 – Principal Accounting Fees and [removed: Services](#s66E2218392F25713B911BCF99DA079B5)] [added: Services](#s052441B67DC35F1E9025AA180DF841D0)] | [removed: [60](#s66E2218392F25713B911BCF99DA079B5)] [added: [74](#s052441B67DC35F1E9025AA180DF841D0)] |

| | [Item 15 – Exhibits and Financial Statement [removed: Schedules](#sE40B7B804BA95A9C9AD223122332C2BA)] [added: Schedules](#s3163BF1754B05D44AF8FE74336D4ECC0)] | [removed: [61](#sE40B7B804BA95A9C9AD223122332C2BA)] [added: [75](#s3163BF1754B05D44AF8FE74336D4ECC0)] |

| | [Item 16 – Form 10-K [removed: Summary](#s0A030108A47E50AF8D627195DBEEF28B)] [added: Summary](#s1D6976F04F405C5DBA4F4FC435BF54BF)] | [removed: [66](#s0A030108A47E50AF8D627195DBEEF28B)] [added: [80](#s1D6976F04F405C5DBA4F4FC435BF54BF)] |

| [Index to Consolidated Financial Statements and [removed: Schedules](#s458c623d608846cd9722a019119a33b9)] [added: Schedules](#s2A7CF0DC97E35BE18E29AFADD23936AB)] | | [F - [removed: 1](#s458c623d608846cd9722a019119a33b9)] [added: 1](#s2A7CF0DC97E35BE18E29AFADD23936AB)] |

*“Caesars” refers to Caesars Entertainment Corporation, a Delaware corporation, [removed: and] [added: and, as the context requires,] its subsidiaries.*

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

| [Part I](#s99D3D80CBCA55E73952A04F2FE70655A) | | |

| [Part II](#s695213AF16445F4BA2AE1673566649B1) | | |

| [Part IV](#s0BA90BD1ADBF59F7840D4829D438EF41) | | |

| [Signatures](#s64F47702D0CC5603903D997FFCB8FB5C) | | [81](#s64F47702D0CC5603903D997FFCB8FB5C) |

*“2025 Notes” refers to $750.0 million aggregate principal amount of 3.500% senior unsecured notes due 2025 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“2026 Notes” refers to $1.25 billion aggregate principal amount of 4.250% senior unsecured notes due 2026 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in November 2019.*

*“2027 Notes” refers to $750.0 million aggregate principal amount of 3.750% senior unsecured notes due 2027 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“2029 Notes” refers to $1.0 billion aggregate principal amount of 4.625% senior unsecured notes due 2029 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in November 2019.*

*“2030 Notes” refers to $1.0 billion aggregate principal amount of 4.125% senior unsecured notes due 2030 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“Century Casinos” refers to Century Casinos, Inc., a Delaware corporation, and, as the context requires, its subsidiaries.*

*“Century Portfolio” refers to the real estate assets associated with the (i) Mountaineer Casino, Racetrack & Resort located in New Cumberland, West Virginia, (ii) Century Casino Caruthersville located in Caruthersville, Missouri and (iii) Century Casino Cape Girardeau located in Cape Girardeau, Missouri, which we purchased on December 6, 2019.*

*“Century Portfolio Lease Agreement” refers to the lease agreement for the Century Portfolio, as amended from time to time.*

*“CPLV Lease Agreement” refers to the lease agreement for Caesars Palace Las Vegas, as amended from time to time, which will be combined with the HLV Lease Agreement into a single Las Vegas master lease upon the closing of the pending Eldorado/Caesars Merger.*

*“Eldorado Transaction” refers to a series of transactions between us and Eldorado in connection with the Eldorado/Caesars Merger, including the acquisition of the Harrah’s New Orleans, Harrah’s Atlantic City and Harrah’s Laughlin properties, modifications to the Caesars Lease Agreements, and rights of first refusal.*

*“Eldorado” refers to Eldorado Resorts, Inc., a Nevada corporation, and, as the context requires, its subsidiaries.*

*“Eldorado/Caesars Merger” refers to the merger contemplated under an Agreement and Plan of Merger pursuant to which a subsidiary of Eldorado will merge with and into Caesars, with Caesars surviving as a wholly owned subsidiary of Eldorado.*

*“February 2020 Senior Unsecured Notes” refers collectively to the 2025 Notes, 2027 Notes and the 2030 Notes.*

*“Hard Rock” means Hard Rock International, and, as the context requires, its subsidiary and affiliate entities.*

*“Hard Rock Cincinnati” refers to the casino-entitled land and real estate and related assets associated with the Hard Rock Cincinnati Casino, located in Cincinnati, Ohio, which we purchased on September 20, 2019 (and previously referred to in our prior filings as JACK Cincinnati).*

*“Hard Rock Cincinnati Lease Agreement” refers to the lease agreement for Hard Rock Cincinnati, as amended from time to time.*

*“HLV Lease Agreement” refers to the lease agreement for the Harrah’s Las Vegas facilities, as amended from time to time, which will be combined with the CPLV Lease Agreement into a single Las Vegas master lease upon the closing of the Eldorado/Caesars Merger.*

*“JACK Entertainment” refers to JACK Ohio LLC, and, as the context requires, its subsidiary and affiliate entities.*

*“JACK Cleveland/Thistledown” refers to the casino-entitled land and real estate and related assets associated with the JACK Cleveland Casino located in Cleveland, Ohio, and the video lottery gaming and pari-mutuel wagering authorized land and real estate and related assets of JACK Thistledown Racino located in North Randall, Ohio, which we purchased on January 24, 2020.*

*“JACK Cleveland/Thistledown Lease Agreement” refers to the lease agreement for JACK Cleveland/Thistledown, as amended from time to time.*

*“Lease Agreements” refer collectively to the Caesars Lease Agreements, the Penn National Lease Agreements, the Hard Rock Cincinnati Lease Agreement, the Century Portfolio Lease Agreement and, from and after January 24, 2020, the JACK Cleveland/Thistledown Lease Agreement, unless the context otherwise requires.*

*“Master Transaction Agreement” refers to the master transaction agreement with Eldorado relating to the Eldorado Transaction.*

*“November 2019 Senior Unsecured Notes” refer collectively to the 2026 Notes and the 2029 Notes.*

*“Seminole Hard Rock” means Seminole Hard Rock Entertainment, Inc.*

| | | |

| --- | --- | --- |

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

| [Part I](#sAF1E46B9D472516AAA4CF4D7AEC5A62F) | | |

| [Part II](#s116BF58807ED5F75A13EEA0EFAD38849) | | |

| [Part IV](#s6EC48D41B49A554A949ECC8051F0E8B9) | | |

| [Signatures](#s2DE64689A9315121B4541F3A5780F7A0) | | [67](#s2DE64689A9315121B4541F3A5780F7A0) |

On November 13, 2018, we entered into definitive agreements to acquire all of the land and real estate assets associated with Greektown,*

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

Our geographically diverse portfolio consists of [removed: 22] [added: 28] market-leading properties that are leased to [removed: Caesars and] [added: Caesars,] Penn National, [added: Hard Rock, Century Casinos and JACK Entertainment,] 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.

See [removed: Note 9] [added: [Note 7] — [removed: Debt] [added: Debt](#sA7AF45541D5D5C71A172F4546F716547)] to our Consolidated Financial Statements for additional information.

See [removed: Item] [added: [Item] 1 “Business-Our [removed: Properties”] [added: Properties”](#sDACF9CBBFE83587BA1034C7D37DD1C24)] for further information pertaining to our properties.

All of our properties, except for Margaritaville, our Harrah’s Joliet property in Joliet Illinois and our golf courses, secure our Term Loan B and Revolving Credit Facility.

Our properties secure our long-term debt.

As of February [removed: 11, 2019,] [added: 19, 2020,] there were [removed: 404,726,821] [added: 468,491,573] shares of common stock issued and outstanding that were held by approximately [removed: 47] [added: 26] stockholders of record, not including beneficial owners of shares registered in nominee or street name.

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, [added: AFFO,] 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 [removed: Item] [added: [Item] 1A “Risk [removed: Factors.”] [added: Factors.”](#s5EFDC7FC127F5E14999BA664280F6F8F)] 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.

We did not sell any unregistered equity securities during the year ended December 31, [removed: 2018.][added: 2019.]

The graph below matches VICI Properties’ cumulative total stockholder return for the period from October 18, 2017 to December 31, [removed: 2018] [added: 2019] on common stock with the cumulative total returns of the S&P 500 index and the [removed: FTSE NAREIT Equity REITs] [added: MSCI US REIT] 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, [removed: 2018.][added: 2019.]

[removed: ][added: ]

| Company / Index | | [removed: 10/18/2017] [added: 10/18/17] | | | | 12/31/17 | | | | 3/31/18 | | | | 6/30/18 | | | | 9/30/18 | | | | 12/31/18 | | | [added: | 3/31/19 | | | | 6/30/19 | | | | 9/30/19 | | | | 12/31/19 | | |]

| VICI Properties [removed: Inc] [added: Inc.] | | $ | 100.0 | | | $ | 110.8 | | | $ | 99.0 | | | $ | 111.6 | | | $ | 116.9 | | | $ | 101.5 | | [added: | $ | 118.3 | | | $ | 119.1 | | | $ | 122.4 | | | $ | 138.1 | |]

| MSCI US REIT Index | | $ | 100.0 | | | $ | 98.8 | | | $ | 89.9 | | | $ | 97.8 | | | $ | 97.9 | | | $ | 90.3 | | [added: | $ | 103.9 | | | $ | 104.2 | | | $ | 111.1 | | | $ | 109.2 | |]

| S&P 500 | | $ | 100.0 | | | $ | 104.4 | | | $ | 103.1 | | | $ | 106.1 | | | $ | 113.8 | | | $ | 97.9 | | [added: | $ | 110.7 | | | $ | 114.9 | | | $ | 116.2 | | | $ | 126.1 | |]

During the three months ended December 31, 2019, certain employees surrendered shares of common stock owned by them to satisfy their statutory minimum federal and state income tax obligations associated with the vesting of shares of restricted common stock issued under our stock incentive plan.

The following table summarizes all of our common stock repurchases during the fourth quarter of 2019:

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| Period | | Total Number of Shares Purchased | | | Average Price Paid per Share (1) | | | | Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs | | | Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs | |

| October 1, 2019 through October 31, 2019 | | — | | | — | | | | — | | | — | |

| November 1, 2019 through November 30, 2019 | | 2,112 | | | $ | 24.60 | | | — | | | — | |

| December 1, 2019 through December 31, 2019 | | — | | | — | | | | — | | | — | |

| Total | | 2,112 | | | $ | 24.60 | | | — | | | — | |

(1) The price paid per share is based on the closing price of our common stock as of the date of the determination of the statutory minimum federal income tax.

Not applicable.

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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.

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

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.

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It should be read in conjunction with the Financial Statements and [removed: Item 7,] [added: [Item 7](#s61B79DDA8C8F5AB586AE172AE81CF8B3)] “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) | [removed: Year Ended] December 31, [removed: 2018] [added: 2019] | | | | [removed: Period from October 6, 2017 to December] [added: December] 31, [removed: 2017*] [added: 2018] | | | [added: | | | |]

| Statement of Operations: | | | | | | | | [added: | | | |]

| Revenues | $ | [added: 894,798 | | | $ |] 897,977 | | | $ | 187,609 | |

| Total operating expenses | [added: 52,299 | | | |] 140,023 | | | | 43,413 | | |

| Operating income | [added: 842,499 | | | |] 757,954 | | | | 144,196 | | |

| Interest expense | [added: (248,384 | | ) | |] (212,663 | | ) | | (63,354 | | ) |

| Loss from extinguishment of debt | [added: (58,143 | | ) | |] (23,040 | | ) | | (38,488 | | ) |

| Income before income taxes | [added: 555,986 | | | |] 533,558 | | | | 42,636 | | |

| Income tax (expense) benefit | [added: (1,705 | | ) | |] (1,441 | | ) | | 1,901 | | |

| Net income | [added: 554,281 | | | |] 532,117 | | | | 44,537 | | |

| Net income attributable to common stockholders | [added: 545,964 | | | |] 523,619 | | | | 42,662 | | |

| Per share data: | | | | | | | | [added: | | | |]

| Net income per common share - Basic | $ | [added: 1.25 | | | $ |] 1.43 | | | $ | 0.19 | |

| Net income per common share - Diluted | $ | [added: 1.24 | | | $ |] 1.43 | | | $ | 0.19 | |

| Cash dividends declared [added: per common share] | $ | [added: 1.1700 | | | $ |] 0.9975 | | | $ | — | |

| Other Data: | | | | | | | | [added: | | | |]

| Net cash provided by operating activities | $ | [added: 682,159 | | | $ |] 504,082 | | | $ | 129,440 | |

| Net cash used in investing activities | [added: (1,361,379 | | ) | |] (1,140,877 | | ) | | (1,136,251 | | ) |

| Net cash provided by financing activities | [added: 1,182,666 | | | |] 1,037,836 | | | | 1,148,446 | | |

| | As of December 31, | | | | | | | [added: | | | |]

| Financial Position Data: | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | [added: 1,101,893 | | | $ |] 577,883 | | | $ | 183,646 | |

| Restricted cash | [added: — | | | |] 20,564 | | | | 13,760 | | |

| Short-term investments | [added: 59,474 | | | |] 520,877 | | | | — | | |

| Total assets | [added: 13,265,619 | | | |] 11,333,368 | | | | 9,739,712 | | |

| Debt, net | [added: 4,791,563 | | | |] 4,122,264 | | | | 4,785,756 | | |

| Non-controlling interests | [added: 83,806 | | | |] 83,573 | | | | 84,875 | | |

| Stockholders’ equity | [added: 8,048,989 | | | |] 6,901,022 | | | | 4,776,364 | | |

| | Period [removed: from January] [added: from January] 1, 2017 to October 5, 2017 | | | | Year Ended December 31, | | | | | | | [removed: | | | |]

| (In thousand) | | 2016 | | | | 2015 | | | | [removed: 2014] | | [removed: | | | |]

| Statement of Operations: | | | | | | | | | | | | [removed: | | | |]

| Net revenues | $ | 14,136 | | | $ | 18,785 | | | $ | 18,077 | | [removed: | $ | 18,908 | |]

| Total operating expenses | 14,136 | | | | 18,778 | | | | 18,059 | | | [removed: | 18,869 | | |]

| Income from operations | — | | | | 7 | | | | 18 | | | [removed: | 39 | | |]

| Interest expense | — | | | | (7 | | ) | | (18 | | ) | [removed: | (39 | | ) |]

| Income before taxes | — | | | | — | | | | — | | | [removed: | — | | |]

| Income tax (expense) benefit | (2 | | ) | | — | | | | 3 | | | [removed: | 4 | | |]

| Net (loss) income | (2 | | ) | | — | | | | 3 | | | [removed: | 4 | | |]

| | As of October 5, 2017 | | | | As of December 31, | | | | | | | [removed: | | | |]

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| | Year Ended | | | | | | | | Period from October 6, 2017 to December 31, 2017* | | |

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It should be read in conjunction with the Financial Statements and [Item 7](#s61B79DDA8C8F5AB586AE172AE81CF8B3), “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

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The financial statements required by this item and the reports of the independent accountants thereon required by Item 15 [added: - Exhibits and Financial Statement Schedules] of this Form 10-K appear on pages F-2 to [removed: F-46.][added: F-63.]

See accompanying [removed: Index] [added: [Index] to the Consolidated Financial [removed: Statements] [added: Statements](#s2A7CF0DC97E35BE18E29AFADD23936AB)] on page F-1.

The supplementary financial data required by Item 302 of Regulation S-K appears in pages S-1 to [removed: S-5] [added: S-6] to the consolidated financial statements.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) [removed: under] [added: of] 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.

[removed: We carried out an evaluation,] [added: Our management has evaluated,] under the supervision and with the participation of our [removed: management, including the] principal executive officer and principal financial officer, [removed: 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.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] 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, [removed: 2018.][added: 2019.]

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, [removed: 2018.][added: 2019.]

The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed not later than April [removed: 30, 2019] [added: 29, 2020] 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 [removed: 30, 2019] [added: 29, 2020] 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 [removed: 30, 2019] [added: 29, 2020] 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 [removed: 30, 2019] [added: 29, 2020] 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 [removed: 30, 2019] [added: 29, 2020] with the SEC pursuant to Regulation 14A under the Exchange Act.

See the accompanying [removed: Index] [added: [Index] to [added: Consolidated] Financial [removed: Statement Schedule] [added: Statements and Schedules](#s2A7CF0DC97E35BE18E29AFADD23936AB)] on page F-1.

| [removed: [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex21.htm)] [added: [2.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm)] | | [Purchase and Sale Agreement dated as of July 11, 2018 by and between [removed: Caesars Octavius,] [added: Chester Downs and Marina,] LLC and [removed: Octavius] [added: Philadelphia] Propco [removed: LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex21.htm)] [added: LLC](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm)] | | | | 8-K | | [removed: 2.1] [added: 2.2] | | 7/12/2018 |

| [removed: [2.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektowntransactionagreem.htm)] [added: [2.4](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex21.htm)] | | [removed: [Transaction] [added: [Equity Purchase] Agreement dated as of [removed: November 13, 2018] [added: April 5, 2019] by and among [removed: Greektown Mothership LLC, Penn Tenant III,] [added: Jack Ohio Finance] LLC and VICI Properties [removed: L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektowntransactionagreem.htm)] [added: L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex21.htm)] | | | | 8-K | | 2.1 | | [removed: 11/14/2018] [added: 9/25/2019] |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex41.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex42.htm)] | | [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 [removed: First-Priority] [added: 8.0% Second-Priority] Senior Secured [removed: Floating Rate] Notes due [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex41.htm)] [added: 2023.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex42.htm)] | | | | 8-K | | [removed: 4.1] [added: 4.2] | | 10/11/2017 |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] | | [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 [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit42supplementali.htm)] | | [removed: X] | | [added: 10-K] | | [added: 4.2] | | [added: 2/14/2019] |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] | | [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 [removed: trustee.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit43vicisupplemen.htm)] | | [removed: X] | | [added: 10-K] | | [added: 4.3] | | [added: 2/14/2019] |

| [removed: [10.28](http://www.sec.gov/Archives/edgar/data/1705696/000119312517378498/d476186dex101.htm)] [added: [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000113/arcreditagreementedgar.htm)] | | [removed: [Credit Agreement, dated as of December 22, 2017,] [added: [Amended and Restated Credit Agreement] among VICI Properties 1 LLC, [added: Goldman Sachs Bank USA,] as [added: administrative agent, and] the [removed: borrower,] [added: other lenders party thereto (Exhibit A to Amendment No. 3 to Credit Agreement by and among VICI Properties 1 LLC,] Goldman Sachs Bank USA, as administrative [removed: agent] [added: agent,] and the other [added: loan] parties [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517378498/d476186dex101.htm)] [added: thereto).](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000113/arcreditagreementedgar.htm)] | | | | 8-K | | [removed: 10.1] [added: 10.3] | | [removed: 12/26/2017] [added: 5/16/2019] |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm)] [added: [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm)] | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1021.htm) | | | | 8-K | | 10.21 | | 10/11/2017 |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm)] [added: [10.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm)] | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1022.htm) | | | | 8-K | | 10.22 | | 10/11/2017 |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] [added: [10.26](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm)] | | [Amended and Restated Agreement of Limited Partnership of VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1023.htm) | | | | 8-K | | 10.23 | | 10/11/2017 |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] [added: [10.27](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm)] | | [Form of Indemnification Agreement, between VICI Properties Inc. and its directors and officers.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517297902/d392523dex1020.htm) | | | | 10 | | 10.20 | | 9/28/2017 |

| [removed: [10.34†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1025.htm)] [added: [10.29†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | [removed: [Employment] [added: [Amended and Restated Employment] Agreement, dated as of [removed: October 6, 2017,] [added: September 25, 2019,] by and between VICI Properties [removed: Inc.] [added: Inc., VICI Properties L.P.] and Edward [removed: Pitoniak.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1025.htm)] [added: Pitoniak](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex102.htm)] | | | | 8-K | | [removed: 10.25] [added: 10.2] | | [removed: 10/11/2017] [added: 9/26/2019] |

| [removed: [10.35†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1026.htm)] [added: [10.28†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | [removed: [Employment] [added: [Amended and Restated Employment] Agreement, dated as of [removed: October 6, 2017,] [added: September 25, 2019,] by and between VICI Properties [removed: Inc.] [added: Inc., VICI Properties L.P.] and John [removed: Payne.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1026.htm)] [added: Payne](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex101.htm)] | | | | 8-K | | [removed: 10.26] [added: 10.1] | | [removed: 10/11/2017] [added: 9/26/2019] |

| [removed: [10.36†](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1032.htm)] [added: [10.30†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] | | [removed: [Employment] [added: [Amended and Restated Employment] Agreement, dated as of [removed: November 27, 2017,] [added: September 25, 2019,] by and between VICI Properties [removed: Inc.] [added: Inc., VICI Properties L.P.] and David [removed: Kieske.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1032.htm)] [added: Kieske](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex103.htm)] | | | | [removed: S-11/A] [added: 8-K] | | [removed: 10.32] [added: 10.3] | | [removed: 1/17/2018] [added: 9/26/2019] |

| [removed: [10.37†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000033/samantha_gallagherxemploym.htm)] [added: [10.31†](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] | | [removed: [Employment Agreement] [added: [Amended and Restated Employment Agreement,] dated as of [removed: April 24, 2018] [added: September 25, 2019,] by and [removed: among] [added: between] VICI Properties Inc., VICI Properties L.P. and Samantha [removed: Gallagher.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000033/samantha_gallagherxemploym.htm)] [added: Gallagher](http://www.sec.gov/Archives/edgar/data/1705696/000119312519256140/d808587dex104.htm)] | | | | [removed: 10-Q] [added: 8-K] | | [removed: 10.2] [added: 10.4] | | [removed: 8/2/2018] [added: 9/26/2019] |

| [removed: [10.38†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] [added: [10.32†](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm)] | | [VICI Properties Inc. 2017 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1028.htm) | | | | 8-K | | 10.28 | | 10/11/2017 |

| [removed: [10.44](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x11xexecutedxrofrxam.htm)] [added: [10.34](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x11xexecutedxrofrxam.htm)] | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x11xexecutedxrofrxam.htm) | | | | 8-K | | 10.11 | | 12/27/2018 |

| [removed: [10.45](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1036.htm)] [added: [10.35](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1036.htm)] | | [Guaranty of Lease as of the 22nd day of December, 2017, by and between Caesars Resort Collection, LLC and Claudine Propco, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1036.htm) | | | | S-11/A | | 10.36 | | 1/17/2018 |

| [removed: [10.46](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1037.htm)] [added: [10.36](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1037.htm)] | | [Amended and Restated Lease, dated as of December 22, 2017, by and among Claudine Propco, LLC and Harrah’s Las Vegas, LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1037.htm) | | | | S-11/A | | 10.37 | | 1/17/2018 |

| [removed: [10.47](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x4xexecutedxfirstxam.htm)] [added: [10.37](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x4xexecutedxfirstxam.htm)] | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x4xexecutedxfirstxam.htm) | | | | 8-K | | 10.4 | | 12/27/2018 |

| [removed: [10.48](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1038.htm)] [added: [10.38](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1038.htm)] | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex1038.htm) | | | | S-11/A | | 10.38 | | 1/17/2018 |

| [removed: [10.49†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] [added: [10.45†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm)] | | [Form of Restricted Stock Grant](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000015/vici10kexhibit1039.htm) | | | | 10-K | | 10.39 | | 3/28/2018 |

| [removed: [10.50†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] [added: [10.46†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm)] | | [Form of LTIP Time-Based Restricted Stock Grant Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit101restricted_stock.htm) | | | | 8-K | | 10.1 | | 8/30/2018 |

| [removed: [10.51†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] [added: [10.47†](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm)] | | [Form of LTIP Performance-Based Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000045/exhibit102-viciperformance.htm) | | | | 8-K | | 10.2 | | 8/30/2018 |

| [removed: [10.52†](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] [added: [10.33†](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] | | [Amendment No. 1 to VICI Properties Inc. 2017 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/exhibit1052amendmentno.htm)] | | [removed: X] | | [added: 10-K] | | [added: 10.52] | | [added: 2/14/2019] |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit211.htm)] | | [Subsidiaries of VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit211.htm)] | | X | | | | | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit231.htm)] | | [Consent of Deloitte & Touche LLP for VICI Properties [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit231.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit231.htm)] | | X | | | | | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit232.htm)] | | [Consent of Deloitte & Touche LLP for Caesars Entertainment [removed: Outdoor](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit232.htm)] [added: Outdoor](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit232.htm)] | | X | | | | | | |

| [removed: [24.1](#s2DE64689A9315121B4541F3A5780F7A0)] [added: [24.1](#s64F47702D0CC5603903D997FFCB8FB5C)] | | [Power of Attorney (included on signature [removed: page)](#s2DE64689A9315121B4541F3A5780F7A0)] [added: page)](#s64F47702D0CC5603903D997FFCB8FB5C)] | | X | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit311.htm)] | | [Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit311.htm)] | | X | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit312.htm)] | | [Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit312.htm)] | | X | | | | | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit321.htm)] | | [Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit321.htm)] | | * | | | | | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit322.htm)] | | [Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569619000064/vici201810-kexhibit322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/vici201910-kexhibit322.htm)] | | * | | | | | | |

\+ Confidential treatment [removed: requested] [added: granted] as to certain portions, which portions are omitted and filed separately with the SEC.

See the accompanying [Index to Consolidated Financial Statements and Schedules](#s2A7CF0DC97E35BE18E29AFADD23936AB) on page F-1.

| [2.5](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex22.htm) | | [Transaction Agreement dated as of April 5, 2019 by and among Jack Ohio Finance LLC, Jack Ohio LLC, HR Cincinnati, LLC, VICI Properties L.P. and Seminole HR Holdings, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000119312519254800/d788497dex22.htm) | | | | 8-K | | 2.2 | | 9/25/2019 |

| [2.6](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit21nolapurchasea.htm) | | [Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s New Orleans; New Orleans, Louisiana)](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit21nolapurchasea.htm) | | | | 8-K | | 2.1 | | 9/26/2019 |

| [2.7](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit27-xfirstamendm.htm) | | [First Amendment to Purchase and Sale Agreement by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s New Orleans; New Orleans, Louisiana)](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit27-xfirstamendm.htm) | | * | | | | | | |

| [2.8](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit22acpurchaseagr.htm) | | [Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Resort Atlantic City and Harrah’s Atlantic City Waterfront Conference Center; Atlantic City, New Jersey)](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit22acpurchaseagr.htm) | | | | 8-K | | 2.2 | | 9/26/2019 |

| [2.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit23laughlinpurch.htm) | | [Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Laughlin Hotel & Casino; Laughlin, Nevada)](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000145/exhibit23laughlinpurch.htm) | | | | 8-K | | 2.3 | | 9/26/2019 |

| [4.5](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit45vici-2lgreekt.htm) | | [Supplemental Indenture No. 4, dated as of August 20, 2019, among Greektown Propco LLC as New Guarantor, VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit45vici-2lgreekt.htm) | | X | | | | | | |

| [4.6](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit46vici-2lsupple.htm) | | [Supplemental Indenture No. 5, dated as of December 16, 2019, among Cincinnati Propco LLC as New Guarantor, VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit46vici-2lsupple.htm) | | X | | | | | | |

| [4.7](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit47vici-2lsupple.htm) | | [Supplemental Indenture No. 6, dated as of December 19, 2019, among CPLV Property Owner LLC as New Guarantor, VICI Properties 1 LLC and VICI FC Inc., as issuers, and UMB Bank, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/exhibit47vici-2lsupple.htm) | | X | | | | | | |

| [4.8](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm) | | [4.250% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192026noteofferingx.htm) | | | | 8-K | | 4.1 | | 11/26/2019 |

| [4.9](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm) | | [4.625% Senior Notes Indenture, dated as of November 26, 2019, among VICI Properties L.P., VICI Note Co. Inc., the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000172/vici-20192029noteofferingx.htm) | | | | 8-K | | 4.2 | | 11/26/2019 |

| [4.10](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm) | | [Supplemental Indenture No. 1 to the 4.250% Senior Notes Indenture, dated as of December 20, 2019, among CPLV Property Owner LLC as the Guaranteeing Entity, VICI Properties L.P. and VICI Note Co. Inc., as issuers, and UMB Bank, National Association, as trustee, as ratified by the subsidiary guarantors party thereto.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2026notessupplemental.htm) | | X | | | | | | |

| [4.11](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm) | | [Supplemental Indenture No. 1 to the 4.625% Senior Notes Indenture, dated as of December 20, 2019, among CPLV Property Owner LLC as the Guaranteeing Entity, VICI Properties L.P. and VICI Note Co. Inc., as issuers, and UMB Bank, National Association, as trustee, as ratified by the subsidiary guarantors party thereto.](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/a2029notessupplemental.htm) | | X | | | | | | |

| [4.12](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/descriptionofregistere.htm) | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1705696/000170569620000048/descriptionofregistere.htm) | | X | | | | | | |

| [10.25](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000119/exhibit102.htm) | | [Commitment Letter, dated June 24, 2019, by and between VICI Properties 1 LLC, Deutsche Bank Securities Inc. and Deutsche Bank AG Cayman Islands Branch.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000119/exhibit102.htm) | | | | 8-K | | 10.2 | | 6/24/2019 |

| [10.39](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000119/mastertransactionagree.htm) | | [Master Transaction Agreement, dated June 24, 2019, by and between VICI Properties L.P. and Eldorado Resorts, Inc.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000119/mastertransactionagree.htm) | | | | 8-K | | 10.1 | | 6/24/2019 |

| [10.40](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex12bamlconfirm.htm) | | [Forward Sale Agreement, dated June 25, 2019, by and between the Company and Bank of America, N.A.](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex12bamlconfirm.htm) | | | | 8-K | | 1.2 | | 6/28/2019 |

| [10.41](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex13dbconfirm.htm) | | [Forward Sale Agreement, dated June 25, 2019, by and between the Company and Deutsche Bank AG, London Branch](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex13dbconfirm.htm) | | | | 8-K | | 1.3 | | 6/28/2019 |

| [10.42](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex14gsconfirm.htm) | | [Forward Sale Agreement, dated June 25, 2019, by and between the Company and Goldman Sachs & Co. LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex14gsconfirm.htm) | | | | 8-K | | 1.4 | | 6/28/2019 |

| [10.43](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex15msconfirm.htm) | | [Forward Sale Agreement, dated June 25, 2019, by and between the Company and Morgan Stanley & Co. LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569619000121/ex15msconfirm.htm) | | | | 8-K | | 1.5 | | 6/28/2019 |

| [10.44](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000020/cleveland-equitypurcha.htm) | | [Equity Purchase Agreement dated as of October 28, 2019 by and among Jack Ohio Finance LLC, Jack Ohio LLC (solely for purposes of Articles VII, VIII, IX and XI), Quintus Landlord LLC, VICI Properties L.P. and, solely for the purposes of Section 6.02(l), Fundamental Parking, LLC](http://www.sec.gov/Archives/edgar/data/1705696/000170569620000020/cleveland-equitypurcha.htm) | | | | 8-K | | 2.1 | | 1/24/2020 |

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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | |

| [2.3](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex21.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex21.htm) | | | | 8-K | | 2.1 | | 6/19/2018 |

| [2.5](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | [Purchase and Sale Agreement dated as of July 11, 2018 by and between Chester Downs and Marina, LLC and Philadelphia Propco LLC.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518216456/d477228dex22.htm) | | | | 8-K | | 2.2 | | 7/12/2018 |

| [2.7](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektownrealestatepurchas.htm) | | [Real Estate Purchase Agreement dated as of November 13, 2018 by and between Greektown Mothership LLC and VICI Properties L.P.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000093/greektownrealestatepurchas.htm) | | | | 8-K | | 2.2 | | 11/14/2018 |

| [4.5](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex45.htm) | | [Registration Rights Agreement, dated as of December 22, 2017, between VICI Properties Inc. and the other parties named therein.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518011685/d496153dex45.htm) | | | | S-11/A | | 4.5 | | 1/17/2018 |

| [10.22](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1013.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1013.htm) | | | | 8-K | | 10.13 | | 10/11/2017 |

| [10.23](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x8xexecutedxomnibusx.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x8xexecutedxomnibusx.htm) | | | | 8-K | | 10.8 | | 12/27/2018 |

| [10.24](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1016.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1016.htm) | | | | 8-K | | 10.16 | | 10/11/2017 |

| [10.25](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x9xexecutedxconsentx.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x9xexecutedxconsentx.htm) | | | | 8-K | | 10.9 | | 12/27/2018 |

| [10.26](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1015.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312517307477/d470550dex1015.htm) | | | | 8-K | | 10.15 | | 10/11/2017 |

| [10.27](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x10xexecutedxconsent.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000108/exh_10x10xexecutedxconsent.htm) | | | | 8-K | | 10.10 | | 12/27/2018 |

| [10.29](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex101-amendment_rexlienxre.htm) | | [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](http://www.sec.gov/Archives/edgar/data/1705696/000170569618000057/ex101-amendment_rexlienxre.htm) | | | | 8-K | | 10.1 | | 9/25/2018 |

| [10.39](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit101hlvpurch112917.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit101hlvpurch112917.htm) | | | | 8-K | | 10.1 | | 11/30/2017 |

| [10.40](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit102landsale112917.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exhibit102landsale112917.htm) | | | | 8-K | | 10.2 | | 11/30/2017 |

| [10.41](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/ex103guaranty112917.htm) | | [Guaranty, made and entered into as of November 29, 2017 by VICI Properties I LLC, a Delaware limited liability company, as guarantor.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/ex103guaranty112917.htm) | | | | 8-K | | 10.3 | | 11/30/2017 |

| [10.42](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exh104stocksale112917.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000170569617000026/exh104stocksale112917.htm) | | | | 8-K | | 10.4 | | 11/30/2017 |

| [10.43](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex101.htm) | | [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.](http://www.sec.gov/Archives/edgar/data/1705696/000119312518196277/d593387dex101.htm) | | | | 8-K | | 10.1 | | 6/19/2018 |

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.

| February [removed: 14, 2019] [added: 20, 2020] | By: | /S/ EDWARD B. PITONIAK |

| /S/ EDWARD B. PITONIAK | | Chief Executive Officer and Director | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ DAVID A. KIESKE | | Chief Financial Officer | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ GABRIEL F. WASSERMAN | | Chief Accounting Officer | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ JAMES R. ABRAHAMSON | | Chair of the Board of Directors | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ DIANA CANTOR | | Director | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ ELIZABETH I. HOLLAND | | Director | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ CRAIG MACNAB | | Director | | February [removed: 14, 2019] [added: 20, 2020] |

| /S/ MICHAEL D. RUMBOLZ | | Director | | February [removed: 14, 2019] [added: 20, 2020] |

| | [Reports of Independent Registered Public Accounting [removed: Firm](#s85112226EC875405978B13FFE51A4B53)] [added: Firm](#s1DB9ABD281735A4D85A8E261B975B8F9)] | | [F - [removed: 2](#s85112226EC875405978B13FFE51A4B53)] [added: 2](#s1DB9ABD281735A4D85A8E261B975B8F9)] |

| | [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s131207142CDD529995FCD08FFC6460ED)] [added: 2018](#s429A93BEA96A5A4F8E459867FAAA3CB1)] | | [F - [removed: 4](#s131207142CDD529995FCD08FFC6460ED)] [added: 5](#s429A93BEA96A5A4F8E459867FAAA3CB1)] |

| | Year Ended December 31, [added: 2019 and] 2018 and Period from October 6, 2017 to December 31, 2017 | | |

| | | [Consolidated Statements of Operations and Comprehensive [removed: Income](#s6E872628561D5042A4B1618DC24E17BB)] [added: Income](#sCC07C8D4CD795FAF87E698CCF04620F3)] | [F - [removed: 5](#s6E872628561D5042A4B1618DC24E17BB)] [added: 6](#sCC07C8D4CD795FAF87E698CCF04620F3)] |

| | | [Consolidated Statements of Stockholders’ [removed: Equity](#sBF22AE2CB710566CA32C30C7BD6A6B9D)] [added: Equity](#s457B18637146500DA107811FE9E0A222)] | [F - [removed: 6](#sBF22AE2CB710566CA32C30C7BD6A6B9D)] [added: 7](#s457B18637146500DA107811FE9E0A222)] |

| | | [Consolidated Statements of Cash [removed: Flows](#sC148DF0E44F0571CB207AED808D782F5)] [added: Flows](#sFC1E1241D13B5296B9D888F17D1E94EC)] | [F - [removed: 7](#sC148DF0E44F0571CB207AED808D782F5)] [added: 8](#sFC1E1241D13B5296B9D888F17D1E94EC)] |

| | [Notes to Consolidated Financial [removed: Statements](#s475E10C25E7256AC9283017D3A9E83C6)] [added: Statements](#s9E9A37C31A955448827142C63C331B44)] | | [F - [removed: 9](#s475E10C25E7256AC9283017D3A9E83C6)] [added: 10](#s9E9A37C31A955448827142C63C331B44)] |

| | [Report of Independent Registered Public Accounting [removed: Firm](#s42DB1EBDCB8F52428DB82D3F393FC757)] [added: Firm](#sAFA912423E2C50E5AA3BCF90CE33380D)] | | [F - [removed: 37](#s42DB1EBDCB8F52428DB82D3F393FC757)] [added: 50](#sAFA912423E2C50E5AA3BCF90CE33380D)] |

| | [Combined Balance Sheets as of October 5, 2017 and December 31, [removed: 2016](#s248BE410779150B0B32A5825E7E45A1D)] [added: 2016](#sC367327F37165E52B6637830316FFF6A)] | | [F - [removed: 38](#s248BE410779150B0B32A5825E7E45A1D)] [added: 51](#sC367327F37165E52B6637830316FFF6A)] |

| | | [Combined Statements of [removed: Operations](#s266F1D5E0CBD5CBAB06B551D369EFFBE)] [added: Operations](#sCC3A0D48EDD450A6963F440630BE2C2D)] | [F - [removed: 39](#s266F1D5E0CBD5CBAB06B551D369EFFBE)] [added: 52](#sCC3A0D48EDD450A6963F440630BE2C2D)] |

| | | [Combined Statements of [removed: Equity](#s156A76D6AC305992AA883E40333C4DE7)] [added: Equity](#s6B25C368BAB3536AAC2C25652CE91B90)] | [F - [removed: 40](#s156A76D6AC305992AA883E40333C4DE7)] [added: 53](#s6B25C368BAB3536AAC2C25652CE91B90)] |

| | | [Combined Statements of Cash [removed: Flows](#sABF089270F1D5ECE87CA1B682A978287)] [added: Flows](#sC123D47916A45A05B425B4EF473477A3)] | [F - [removed: 41](#sABF089270F1D5ECE87CA1B682A978287)] [added: 54](#sC123D47916A45A05B425B4EF473477A3)] |

| | [Notes to Combined Financial [removed: Statements](#sFE8B6C084BC355DC80FFF124FFBF8A92)] [added: Statements](#sC93D19CD209A54158EB22FDBD15CA3C0)] | | [F - [removed: 42](#sFE8B6C084BC355DC80FFF124FFBF8A92)] [added: 55](#sC93D19CD209A54158EB22FDBD15CA3C0)] |

| | [Schedule I - Condensed Financial Information of Registrant Parent Company [removed: Only](#sE87796C300235F8092512C0731E24443)] [added: Only](#sF5AB32E8AE8852699AB7E33F767AC4C7)] | | [S - [removed: 1](#sE87796C300235F8092512C0731E24443)] [added: 1](#sF5AB32E8AE8852699AB7E33F767AC4C7)] |

| | [Schedule III - Real Estate Assets and Accumulated [removed: Depreciation](#sBCF7E9A1E3D854AC8DB5B68D14C07039)] [added: Depreciation](#s35895A4CA2EA58ACABE531787C15A1AF)] | | [S - [removed: 5](#sBCF7E9A1E3D854AC8DB5B68D14C07039)] [added: 6](#s35895A4CA2EA58ACABE531787C15A1AF)] |

We have audited the accompanying consolidated balance sheets of VICI Properties Inc. and subsidiaries (the "Company") as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for [added: each of] the [removed: year] [added: two years in the period] ended December 31, [removed: 2018] [added: 2019] 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, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for [removed: year] [added: each of the two years in the period] ended December 31, [removed: 2018] [added: 2019] 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, [removed: 2018,] [added: 2019,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 14, 2019,] [added: 20, 2020,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We have audited the internal control over financial reporting of VICI Properties Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2018,] [added: 2019,] of the Company and our report dated February [removed: 14, 2019,] [added: 20, 2020,] expressed an unqualified opinion on those financial statements.

| | December 31, [removed: 2018] [added: 2019] | | | | December 31, [removed: 2017] [added: 2018] | | |

| Investments in direct financing [added: and sales-type] leases, net | $ | [removed: 8,916,047] [added: 10,734,245] | | | $ | [removed: 8,268,643] [added: 8,916,047] | |

| Investments in operating leases | 1,086,658 | | | | [removed: 1,110,400] [added: 1,086,658] | | |

| Land | [removed: 95,789] [added: 94,711] | | | | [removed: 73,600] [added: 95,789] | | |

| Property and equipment used in operations, net | [removed: 71,513] [added: $] | [added: 70,406] | | | [removed: 74,300] [added: $] | [added: 71,513] | |

| Cash and cash equivalents | [removed: 577,883] [added: 1,101,893] | | | | [removed: 183,646] [added: 577,883] | | |

| Restricted cash | [removed: 20,564] [added: —] | | | | [removed: 13,760] [added: 20,564] | | |

| Short-term investments | [removed: 520,877] [added: —] | | | | [removed: —] [added: 520,877] | | |

[removed: | Other assets | 44,037 | | | | 15,363 | | |][added: Other Assets]

| Total assets | $ | [removed: 11,333,368] [added: 13,265,619] | | | $ | [removed: 9,739,712] [added: 11,333,368] | |

| /S/ MONICA H. DOUGLAS | | Director | | February 20, 2020 |

| Monica H. Douglas | | | | |

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of Lease Renewal Options in Lease Classification Assessment - Refer to Note 2 to the financial statements

*Critical Audit Matter Description*

Upon lease inception, the Company assesses lease classification under Accounting Standard Codification Topic 842 - Leases to determine whether its leases should be classified as a direct financing, sales-type, or operating lease.

This assessment requires management to evaluate the classification of each lease component based on specified criteria, including, among other matters, determining the noncancelable lease term and comparing the present value of the future minimum lease payments to the fair value of the leased components.

In performing its lease classification assessment, management was required to make significant judgments in determining whether its tenants are economically compelled to exercise their renewal options in determining the appropriate noncancelable lease term at the commencement date of each lease.

The Company has concluded that it is reasonably certain that its tenants will exercise such renewal options.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures, related to management’s determination of the appropriate noncancelable lease term at the commencement date of its leases, included the following, among others:

| • | We tested the design and operating effectiveness of controls over management’s review of lease classification of the lease components which included an evaluation of the lease renewal options in determination of the overall noncancelable lease term. |

| • | We read the executed lease agreements to understand material lease provisions, including renewal options, and evaluated their implications in the determination of the overall noncancelable lease term. |

| • | We evaluated the significant judgments management made in concluding that it is reasonable that its tenants’ will exercise all of their lease renewal options. |

February 20, 2020

February 20, 2020

| Short-term investments | 59,474 | | | | 520,877 | | |

| Other assets | 188,638 | | | | 115,550 | | |

| Net income attributable to common stockholders | $ | 545,964 | | | $ | 523,619 | | | $ | 42,662 | |

| Net income | — | | | | — | | | | — | | | | — | | | | 545,964 | | | | 545,964 | | | | 8,317 | | | | 554,281 | | |

| Issuance of common stock, net | 562 | | | | — | | | | 1,163,983 | | | | — | | | | — | | | | 1,164,545 | | | | — | | | | 1,164,545 | | |

| Distribution to non-controlling interest | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8,084 | | ) | | (8,084 | | ) |

| Dividends declared | — | | | | — | | | | — | | | | — | | | | (524,991 | | ) | | (524,991 | | ) | | — | | | | (524,991 | | ) |

| Stock-based compensation, net of forfeitures | 1 | | | | — | | | | 5,169 | | | | — | | | | — | | | | 5,170 | | | | — | | | | 5,170 | | |

| Unrealized loss on cash flow hedges | — | | | | — | | | | — | | | | (42,954 | | ) | | — | | | | (42,954 | | ) | | — | | | | (42,954 | | ) |

| Balance as of December 31, 2019 | $ | 4,610 | | | $ | — | | | $ | 7,817,582 | | | $ | (65,078 | ) | | $ | 208,069 | | | $ | 7,965,183 | | | $ | 83,806 | | | $ | 8,048,989 | |

| | 2019 | | | | 2018 | | | | | | |

| Depreciation | 3,831 | | | | 3,686 | | | | 751 | | |

| Loss on impairment | — | | | | 12,334 | | | | — | | |

| Loss on extinguishment of debt | 58,143 | | | | 23,040 | | | | — | | |

| Proceeds from offering of common stock | 1,164,307 | | | | 2,001,493 | | | | — | | |

| Proceeds from November 2019 Senior Unsecured Notes | 2,250,000 | | | | — | | | | — | | |

| CPLV CMBS Debt prepayment penalty reimbursement receivable from Eldorado | 55,401 | | | | — | | | | — | | |

| Lease liabilities arising from obtaining right-of-use assets | 26,516 | | | | — | | | | — | | |

| Debt issuance costs payable | 16,066 | | | | — | | | | — | | |

*“2025 Notes” refers to* *$750 million* *aggregate principal amount of* *3.500%* *senior unsecured notes due 2025 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

*“2026 Notes” refers to* *$1.25 billion* *aggregate principal amount of* *4.250%senior unsecured notes due 2026 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in November 2019.*

*“2027 Notes” refers to* *$750 million* *aggregate principal amount of* *3.750%* *senior unsecured notes due 2027 issued by the Operating Partnership and VICI Note Co. Inc., as Co-Issuer, in February 2020.*

| /S/ EUGENE I. DAVIS | | Director | | February 14, 2019 |

| Eugene I. Davis | | | | |

| /S/ ERIC L. HAUSLER | | Director | | February 14, 2019 |

| Eric L. Hausler | | | | |

| | | | |

| --- | --- | --- | --- |

February 14, 2019

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

On November 13, 2018, we entered into definitive agreements to acquire all of the land and real estate assets associated with Greektown,*

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

As of December 31, 2018, we leased all of our properties to subsidiaries of Caesars; however, following our acquisition of Margaritaville Resort Casino on January 2, 2019, we lease such property to Penn National.

We were created to hold certain real estate assets owned by CEOC, upon CEOC’s emergence from bankruptcy.

Pursuant to CEOC’s Plan of Reorganization, on 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 to us through a series of transactions.

Following the Formation Date, we are a stand-alone entity that was initially owned by certain former creditors of CEOC.

Pursuant to the amended CMBS Loan Agreement we are required to fund into escrow certain amounts to be used for FF&E replacement should Caesars vacate the property and remove the furniture, fixtures and equipment upon exit.

As of December 31, 2017, restricted cash was comprised of funds paid monthly by Caesars for the CPLV rent that are held in a restricted cash management account for the purpose of funding debt service or impositions related to CPLV debt issued by us.

Once all debt service and impositions are paid out of restricted cash, the remaining funds are returned to our unrestricted operating account.

We did not have any short-term investments as of December 31, 2017.

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.

Property and equipment used in operations represents assets for VICI Golf, our golf operations, and were recorded at fair value of $75.0 million at the Formation Date.

Events or circumstances that may occur include changes in management’s intended holding period or potential sale to a third party, significant changes in real estate market conditions or tenant financial difficulties resulting in non-payment of the lease.

Impairments are measured as

the amount by which the current book value of the asset exceeds the estimated fair value of the asset.

If and when an investment in direct financing leases is identified for impairment evaluation, we will apply the guidance in both ASC 310, “Receivables” (“ASC 310”) and ASC 360 “Property, Plant and Equipment” (“ASC 360”).

Under ASC 360, the residual value portion of the net investment in direct financing leases is monitored for impairment under the same method we apply to real estate investments.

If the hedge relationship is terminated, then the value of the derivative is

We have elected to be taxed as a REIT for U.S. Federal income tax purposes commencing with our taxable year ended December 31, 2017.

the period.

As of December 31, 2018, all of our real estate holdings (other than VICI Golf) are currently leased by us to CEOC or other affiliates of Caesars, and most of our revenues are derived from the Lease Agreements that we have with CEOC or other affiliates of Caesars.

Other than having a single tenant from which we will derive most of our revenue and our concentration in the Las Vegas market, we do not believe there are any other significant concentrations of credit risk.

These transactions will result in us having a more diversified tenant base.

Accounting Standard Update (“ASU”) No. 2018-13 - *Fair Value Measurement (Topic 820) - August 2018:* The amendments in the update remove, modify and add certain fair value disclosures as a broader initiative to improve the effectiveness of financial disclosures.

The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein.

Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU.

In 2018 we elected to early adopt this ASU, which resulted in no material changes to our fair value disclosures.

ASU No. 2017-12 - *Derivatives and Hedging (Topic 815) - August 2017:* The amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks.