Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial position and operating results of VICI Properties Inc. and VICI Properties L.P. for the three months ended March 31, 2023 should be read in conjunction with the Financial Statements and related notes thereto and other financial information contained elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes for the year ended December 31, 2022, which were included in our Annual Report on Form 10-K for the year ended December 31, 2022**. All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained within this Quarterly Report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including statements such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions, which constitute “forward-looking statements” within the meaning of federal securities law. Forward-looking statements are based on our current plans, expectations and projections about future events. We therefore caution you therefore against relying on any of these forward-looking statements. They give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed in or implied by such forward-looking statements.

The forward-looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results, performance and achievements could differ materially from those set forth in the forward-looking statements and may be affected by a variety of risks and other factors, including, among others: the impact of changes in general economic conditions and market developments, including inflation, interest rate changes, supply chain disruptions, consumer confidence levels, changes in consumer spending, unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global economy; the impact of the rise in interest rates on us, including our ability to successfully pursue investments in, and acquisitions of, additional properties and to obtain debt financing for such investments at attractive interest rates, or at all; risks associated with our pending and recently closed transactions, including our ability or failure to realize the anticipated benefits thereof; our dependence on our tenants at our properties, including their financial condition, results of operations, cash flows and performance, and their affiliates that serve as guarantors of the lease payments, and the negative consequences any material adverse effect on their respective businesses could have on us; the possibility that our pending transactions may not be consummated on the terms or timeframes contemplated, or at all; the ability of the parties to our pending transactions and any future transactions to satisfy the conditions set forth in the definitive transaction documents, including the ability to receive, or delays in obtaining, the governmental and regulatory approvals and consents required to consummate the pending transactions, or other delays or impediments to completing the transactions; our ability to obtain the financing necessary to complete any acquisitions on the terms we expect in a timely manner, or at all; the anticipated benefits of certain arrangements with certain tenants in connection with our Partner Property Growth Fund; our ability to exercise our purchase rights under our put-call agreements, call agreements, right of first refusal agreements and right of first offer agreements; our borrowers’ ability to repay their outstanding loan obligations to us; our dependence on the gaming industry; our ability to pursue our business and growth strategies may be limited by the requirement that we distribute 90% of our REIT taxable income in order to qualify for taxation as a REIT and that we distribute 100% of our REIT taxable income in order to avoid current entity-level U.S. federal income taxes; the impact of extensive regulation from gaming and other regulatory authorities; the ability of our tenants to obtain and maintain regulatory approvals in connection with the operation of our properties, or the imposition of conditions to such regulatory approvals; the possibility that our tenants may choose not to renew their respective Lease Agreements following the initial or subsequent terms of the leases; restrictions on our ability to sell our properties subject to the Lease Agreements; our tenants and any guarantors’ historical results may not be a reliable indicator of their future results; our substantial amount of indebtedness, and ability to service, refinance and otherwise fulfill our obligations under such indebtedness; our historical financial information may not be reliable indicators of our future results of operations, financial condition and cash flows; our inability to successfully pursue investments in, and acquisitions of, additional properties; the possibility that we identify significant environmental, tax, legal or other issues that materially and adversely impact the value of assets acquired or secured as collateral (or other benefits we expect to receive) in any of our pending or

recently completed transactions; the impact of changes to the U.S. federal income tax laws; the possibility of adverse tax consequences as a result of our pending or recently completed transactions, including tax protection agreements to which we are a party; increased volatility in our stock price, including as a result of our pending or recently completed transactions; our inability to maintain our qualification for taxation as a REIT; the impact of climate change, natural disasters, war, political and public health conditions or uncertainty or civil unrest, violence or terrorist activities or threats on our properties and changes in economic conditions or heightened travel security and health measures instituted in response to these events; the loss of the services of key personnel; the inability to attract, retain and motivate employees; the costs and liabilities associated with environmental compliance; failure to establish and maintain an effective system of integrated internal controls; our reliance on distributions received from our subsidiaries, including VICI OP, to make distributions to our stockholders; the potential impact on the amount of our cash distributions if we were to sell any of our properties in the future; our ability to continue to make distributions to holders of our common stock or maintain anticipated levels of distributions over time; competition for transaction opportunities, including from other REITs, investment companies, private equity firms and hedge funds, sovereign funds, lenders, gaming companies and other investors that may have greater resources and access to capital and a lower cost of capital or different investment parameters than us; and additional factors discussed herein and listed from time to time as “Risk Factors” in our filings with the SEC, including without limitation, in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q and the risk that actual results, performance and achievements will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the Federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in forward-looking statements, the inclusion of such forward-looking statements should not be regarded as a representation by us.

OVERVIEW

We are a Maryland corporation that is primarily engaged in the business of owning and acquiring gaming, hospitality and entertainment destinations, subject to long-term triple net leases. Our geographically diverse portfolio currently consists of 49 gaming facilities in the United States and Canada, including Caesars Palace Las Vegas, MGM Grand and the Venetian Resort, three of the most iconic entertainment facilities on the Las Vegas Strip. Our entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across over 124 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in fifteen states and Canada, contain approximately 60,100 hotel rooms and feature over 450 restaurants, bars, nightclubs and sportsbooks.

Our portfolio also includes certain real estate debt investments that we have originated for strategic reasons in connection with transactions that either do or may provide the potential to convert our investment into the ownership of certain of the underlying real estate in the future. In addition, we own approximately 34 acres of undeveloped or underdeveloped land on and adjacent to the Las Vegas Strip that is leased to Caesars, which we may look to monetize as appropriate. VICI also owns four championship golf courses located near certain of our properties, two of which are in close proximity to the Las Vegas Strip.

We lease our properties to subsidiaries of, or entities managed by, Apollo, Caesars, Century Casinos, CNB, EBCI, Foundation Gaming, JACK Entertainment, MGM, PENN Entertainment, PURE Canadian Gaming and Seminole Hard Rock, with Caesars and MGM being our largest tenants. We believe we have a mutually beneficial relationship with each of our tenants, all of which are leading owners and operators of gaming, entertainment and leisure properties. Our long-term triple-net Lease Agreements with our tenants provide us with a highly predictable revenue stream with embedded growth potential. We believe our geographic diversification limits the effect of changes in any one market on our overall performance. We are focused on driving long-term total returns through managing experiential asset growth and allocating capital diligently, maintaining a highly productive tenant base, and optimizing our capital structure to support external growth. As a growth focused public real estate investment trust with long-term investments, we expect our relationship with our partners will position us for the acquisition of additional properties across leisure and hospitality over the long-term.

Our portfolio is competitively positioned and well-maintained. Pursuant to the terms of the Lease Agreements, which require our tenants to invest in our properties, and in line with our tenants’ commitment to build guest loyalty, we anticipate our tenants will continue to make strategic value-enhancing investments in our properties over time, helping to maintain their competitive position. Our long-term triple-net leases provide our tenants with complete control over management at our leased properties, including sole responsibility for all operations and related expenses, including property taxes, insurance and maintenance,

repair, improvement and other capital expenditures, as well as over the implementation of environmental sustainability and other initiatives. Given our scale and deep industry knowledge, we believe we are well-positioned to execute highly complementary single-asset and portfolio acquisitions, as well as other investments, to augment growth as market conditions allow, with a focus on disciplined capital allocation.

We conduct our operations as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. 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 believe VICI’s election of REIT status, combined with the income generation from the Lease Agreements and loans, will enhance our ability to make distributions to our stockholders, providing investors with current income as well as long-term growth, subject to the macroeconomic environment, other global events and market conditions more broadly. We conduct our real property business through VICI OP and our golf course business through a taxable REIT subsidiary (a “TRS”), VICI Golf.

The financial information included in this Quarterly Report on Form 10-Q is our consolidated results (including the real property business and the golf course business) for the three months ended March 31, 2023.

Impact of Material Trends on Our Business

Recent macroeconomic volatility has introduced significant uncertainty and heightened risk for businesses, including us and our tenants, as a result of the current inflationary environment, including the impact of rising interest rates and increased cost of capital. Our tenants also face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor or energy costs. As a triple-net lessor, increased operational expenses at our leased properties are borne by our tenants and do not directly impact their rent obligations (other than with respect to underlying inflation as applied to the CPI-based escalators) or other obligations under our Lease Agreements. As a triple-net lessor, we believe we are generally in a strong creditor position and structurally insulated from operational and performance impacts of our tenants, both positive and negative. However, the full extent to which these trends adversely affect our tenants and/or ultimately impact us depends on future developments that cannot be predicted with confidence, including our tenants’ financial performance, the direct and indirect effects of such trends (including among other things, interest rate changes, inflation, economic recessions, consumer confidence levels and general conditions in the capital and credit markets) and the impact of any future measures taken in response to such trends on our tenants.

For more information, refer to the sections entitled “Key Trends That May Affect Our Business” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and as updated from time to time in our other filings with the SEC.

SIGNIFICANT ACTIVITIES DURING 2023

Acquisition Activity

• PURE Canadian Gaming Transaction. On January 6, 2023, we acquired the real estate assets of PURE Casino Edmonton, PURE Casino Yellowhead, PURE Casino Calgary, and PURE Casino Lethbridge, all of which are located in Alberta, Canada, from PURE Canadian Gaming for an aggregate purchase price of approximately C$271.9 million (approximately US$200.8 million based on the exchange rate at the time of the acquisition) (the “PURE Canadian Gaming Transaction”). We financed the PURE Canadian Gaming Transaction with a combination of cash on hand and drawing down C$140.0 million (approximately US$103.4 million based on the exchange rate at the time of the acquisition) under our Revolving Credit Facility. Simultaneous with the acquisition, we entered into the PURE Master Lease. The PURE Master Lease has an initial total annual rent of approximately C$21.8 million (approximately US$16.1 million based on the exchange rate at the time of the acquisition), an initial term of 25 years, with four 5-year tenant renewal options, escalation of 1.25% per annum in lease years two and three (and thereafter at the greater of 1.5% and Canadian Consumer Price Index, capped at 2.5%) and minimum capital expenditure requirements of 1.0% of annual net revenue (excluding gaming equipment). The tenant’s obligations under the PURE Master Lease are guaranteed by the parent entity of PURE Canadian Gaming.

• MGM Grand/Mandalay Bay JV Interest Acquisition. On January 9, 2023, we closed on the previously announced acquisition of the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV (previously referred to as the “BREIT JV”) from BREIT (the “MGM Grand/Mandalay Bay JV Interest Acquisition”) for cash consideration of $1,261.9 million. We also assumed the remaining $1,497.0 million pro rata share of an aggregate $3.0 billion of property-level debt, which matures in 2032 and bears interest at a fixed rate of 3.558% per annum through March 2030. The cash consideration was funded through a combination of cash on hand and proceeds from the settlement of

the November 2022 Forward Sale Agreements and ATM Forward Sale Agreements (as defined in Note 11 - Stockholders Equity). The MGM Grand/Mandalay Bay Lease currently has an annual rent of $309.9 million, all of which we are entitled to following the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition. The MGM Grand/Mandalay Bay Lease has a remaining initial lease term of approximately 27 years (expiring in 2050), with two 10-year tenant renewal options. Rent under the MGM Grand/Mandalay Bay Lease escalates annually at 2.0% through 2035 (year 15 of the initial lease term) and thereafter at the greater of 2.0% or CPI (subject to a 3.0% ceiling). As of December 31, 2022, the MGM Grand/Mandalay Bay JV was accounted for as an equity method investment within Investment in unconsolidated affiliate on our Balance Sheet. Simultaneous with closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, as a result of acquiring full ownership of the joint venture, we consolidated the net assets and operations of the MGM Grand/Mandalay Bay JV.

• Gold Strike Severance Lease. On February 15, 2023, in connection with MGM’s sale of the operations of Gold Strike, we entered into the Gold Strike Lease with CNB related to the land and real estate assets of Gold Strike, and entered into an amendment to the MGM Master Lease in order to account for the divestiture of the operations of Gold Strike. The Gold Strike Lease has initial annual base rent of $40.0 million with other economic terms substantially similar to the MGM Master Lease, including a base term of 25 years with three 10-year tenant renewal options, escalation of 2.0% per annum (with escalation of the greater of 2.0% and CPI, capped at 3.0%, beginning in lease year 11) and minimum capital expenditure requirements of 1.0% of annual net revenue. The Gold Strike Lease is guaranteed by CNB. Upon the closing of the sale of Gold Strike, the MGM Master Lease was amended to account for MGM’s divestiture of the Gold Strike operations and resulted in a reduction of the annual base rent under the MGM Master Lease by $40.0 million.

Loan and Security Investment Activity

• Hard Rock Ottawa Secured Notes. On March 28, 2023, we purchased $85.0 million principal amount of senior secured notes from H.R. Ottawa, L.P., which owns and operates the Hard Rock Ottawa Casino. H.R. Ottawa, L.P. intends to use the proceeds of the Hard Rock Ottawa Notes to fund a portion of (i) the redevelopment and rebrand of the existing Rideau Carleton Raceway Casino, located in Ottawa, Canada, (ii) the development of an integrated “Hard Rock” branded hotel with approximately 150 rooms, and (iii) the repayment of existing debt.

Financing and Capital Markets Activity

• January 2023 Offering. On January 12, 2023, we completed a primary forward offering of 30,302,500 shares of common stock (inclusive of 3,952,500 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares of common stock) at a public offering price of $33.00 per share for an aggregate offering value of $1,000.0 million, resulting in net proceeds, after deduction of the underwriting discount and expenses, of $964.4 million. The shares are subject to forward sale agreements (the “January 2023 Forward Sale Agreements”), which require settlement by January 16, 2024. We did not initially receive any proceeds from the sale of the shares of common stock in the offering, which were sold to the underwriters by the forward purchasers or their respective affiliates and remain subject to settlement in accordance with the terms of the January 2023 Forward Sale Agreements. Subsequent to quarter-end, on April 4, 2023, we physically settled 3,200,000 shares under the January 2023 Forward Sale Agreements at a forward sale price of $31.71 per share in exchange for total net proceeds of approximately $101.5 million. Following such settlement, 27,102,500 shares of common stock remain available for settlement under the January 2023 Forward Sale Agreements.

• Settlement of ATM Forward Sale Agreements and November 2022 Forward Sale Agreements. In January 2023, we physically settled all the forward shares issued under the ATM Program and November 2022 Forward Sale Agreements in exchange for total net proceeds of approximately $1,272.3 million, which were used to pay for a portion of the purchase price of the MGM Grand/Mandalay Bay JV Interest Acquisition.

RESULTS OF OPERATIONS

The results of operations discussion of VICI and VICI LP are presented combined as there are no material differences between the two reporting entities. Further, Golf revenues and Golf expenses, which are wholly attributable to VICI and not VICI LP, are shown as separate line items in the Statement of Operations of VICI.

			Three Months Ended March 31,
(In thousands)			2023						2022						Variance
Revenues
Income from sales-type leases			$	478,394					$	326,735					$	151,659
Income from lease financing receivables, loans and securities			371,069						72,878						298,191
Other income			18,339						8,386						9,953
Golf revenues			9,845						8,626						1,219
Total revenues			877,647						416,625						461,022
Operating expenses
General and administrative			15,005						9,466						5,539
Depreciation			814						776						38
Other expenses			18,339						8,386						9,953
Golf expenses			5,952						5,285						667
Change in allowance for credit losses			111,477						80,820						30,657
Transaction and acquisition expenses			(958)						755						(1,713)
Total operating expenses			150,629						105,488						45,141
Income from unconsolidated affiliate			1,280						—						1,280
Interest expense			(204,360)						(68,142)						(136,218)
Interest income			3,047						93						2,954
Other gains (losses)			1,963						—						1,963
Income before income taxes			528,948						243,088						285,860
Income tax expense			(1,087)						(400)						(687)
Net income			527,861						242,688						285,173
Less: Net income attributable to non-controlling interests			(9,121)						(2,305)						(6,816)
Net income attributable to common stockholders			$	518,740					$	240,383					$	278,357

Revenue

For the three months ended March 31, 2023 and 2022, our revenue was comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2023						2022						Variance
Leasing revenue			$	833,232					$	389,754					$	443,478
Income from loans and securities			16,231						9,859						6,372
Other income			18,339						8,386						9,953
Golf revenues			9,845						8,626						1,219
Total revenues			$	877,647					$	416,625					$	461,022

Leasing Revenue

The following table details the components of our income from sales-type and financing receivables leases:

			Three Months Ended March 31,
(In thousands)			2023						2022						Variance
Income from sales-type leases			$	478,394					$	326,735					$	151,659
Income from lease financing receivables (1)			354,838						63,019						291,819
Total leasing revenue			833,232						389,754						443,478
Non-cash adjustment (2)			(122,841)						(35,553)						(87,288)
Total contractual leasing revenue			$	710,391					$	354,201					$	356,190

---

(1) Represents the MGM Master Lease, Harrah’s Call Properties (as defined in Note 2 - Summary of Significant Accounting Policies**), the JACK Master Lease, the Foundation Master Lease and the PURE Master Lease, all of which were sale leaseback transactions. In accordance with ASC 842, since the lease agreements were determined to meet the definition of a sales-type lease and control of the asset is not considered to have transferred to us, such lease agreements are accounted for as financings under ASC 310.

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

Leasing revenue is generated from rent from our Lease Agreements. Total leasing revenue increased $443.5 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. Total contractual leasing revenue increased $356.2 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increases were primarily driven by the addition of the MGM Master Lease, Venetian Lease and Foundation Master Lease to our portfolio in 2022, and the addition of the PURE Master Lease and MGM Grand/Mandalay Bay Lease to our portfolio in January 2023, as well as the annual rent escalators from certain of our other Lease Agreements.

Income From Loans and Securities

Income from loans and securities increased $6.4 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was driven by the origination and subsequent funding, as applicable, of our senior secured and mezzanine loans and securities and the related interest income from the increased principal balance outstanding.

Other Income

Other income increased $10.0 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. The increase was driven primarily by the additional income and offsetting expense as a result of the assumption of certain sub-leases in connection with the closing of the Venetian Acquisition and MGP Transactions. The Lease Agreements require the tenants to pay all costs associated with such ground and use sub-leases and provide for their direct payment to the landlord.

Operating Expenses

For the three months ended March 31, 2023 and 2022, our operating expenses were comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2023						2022						Variance
General and administrative			$	15,005					$	9,466					$	5,539
Depreciation			814						776						38
Other expenses			18,339						8,386						9,953
Golf expenses			5,952						5,285						667
Change in allowance for credit losses			111,477						80,820						30,657
Transaction and acquisition expenses			(958)						755						(1,713)
Total operating expenses			$	150,629					$	105,488					$	45,141

General and Administrative Expenses

General and administrative expenses increased $5.5 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase was primarily driven by an increase in compensation, including stock-based compensation and the addition of new employees, and additional expenses related to the significant growth of our business in 2022.

Other Expenses

Other expenses increased $10.0 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022, driven primarily by the additional income and offsetting expense as a result of the assumption of certain sub-leases in connection with the Venetian Acquisition and MGP Transactions. The Lease Agreements require the tenants to pay all costs associated with such ground and use sub-leases and provide for their direct payment to the landlord.

Change in Allowance for Credit Losses

During the three months ended March 31, 2023, we recognized a $111.5 million increase in our allowance for credit losses primarily driven by (i) initial CECL allowances in relation to (a) the consolidation of the MGM Grand/Mandalay Bay JV in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition and related classification of the MGM Grand/Mandalay Bay Lease as a sales-type lease, (b) the PURE Canadian Gaming Transaction and related classification of the PURE Master Lease as a lease financing receivable, and (c) the purchase of the Hard Rock Ottawa Notes, and (ii) an increase in the Long-Term Period probability of default, or PD, as a result of a standard annual update made to the Long-Term PD default study we utilize to estimate our CECL allowance. This increase was partially offset by (i) a decrease in the reasonable and supportable period, or R&S Period, PD of our tenants and their parent guarantors as a result of their market performance during the current quarter and (ii) changes in the macroeconomic model used to scenario condition our R&S Period PD.

During the three months ended March 31, 2022, we recognized an $80.8 million increase in our allowance for credit losses primarily driven by (i) the initial CECL allowance in relation to (a) the Venetian Acquisition and classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under our Property Growth Fund Agreement with the Venetian Tenant and (c) the sales-type sub-lease agreements we assumed in connection with the Venetian Acquisition and are required to present gross and (ii) the increase R&S Period PD of our tenants and their parent guarantors as a result of market volatility during the first quarter of 2022. This was partially offset by a decrease in the Long-Term Period PD as a result of a standard annual update made to the Long-Term PD default study we utilize to estimate our CECL allowance.

Transaction and Acquisition Expenses

Transaction and acquisition expenses decreased $1.7 million during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. Changes in transaction and acquisition expenses are related to fluctuations in (i) costs incurred for investments during the period that are not capitalizable under GAAP and (ii) costs incurred for investments that we are no longer pursuing.

Non-Operating Income and Expenses

For the three months ended March 31, 2023 and 2022, our non-operating income and expenses were comprised of the following items:

			Three Months Ended March 31,
(In thousands)			2023						2022						Variance
Income from unconsolidated affiliate			$	1,280					$	—					$	1,280
Interest expense			(204,360)						(68,142)						(136,218)
Interest income			3,047						93						2,954
Other gains (losses)			1,963						—						1,963

Income from Unconsolidated Affiliate

Income from unconsolidated affiliate during the three months ended March 31, 2023 represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV for the period from January 1, 2023 through January 8, 2023, immediately prior to the MGM Grand/Mandalay Bay JV Interest Acquisition. Beginning on January 9, 2023, upon the closing of the MGM Grand/Mandalay Bay JV Interest Acquisition, we consolidated the operations of the MGM Grand/Mandalay Bay JV, and subsequently, such income is included in Income from sales-type lease on our Statement of Operations. The income from unconsolidated affiliate includes the amortization of certain basis differences arising from the differences between our purchase price and the underlying carrying value of the joint venture. As the initial 50.1% interest in the MGM Grand/Mandalay Bay JV was acquired by us on April 29, 2022 in connection with the MGP Transactions, no such income was recognized for the three months ended March 31, 2022.

Interest Expense

Interest expense increased $136.2 million during the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase during the three months ended March 31, 2023 was primarily related to the increase in debt from the (i) issuance of the April 2022 Notes, (ii) issuance of the Exchange Notes, (iii) assumption of the MGP OP Notes, (iv) C$140.0 million draw on the Revolving Credit Facility to finance the PURE Canadian Gaming Transaction, and (v) assumption of $3.0 billion aggregate principal of CMBS debt in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $12.3 billion in notional amount of debt at a weighted average interest rate of 4.45%, net of the impact of the forward-starting interest rate swaps and treasury locks. The increases were partially offset by certain interest expense recorded during the three months ended March 31, 2022 with no corresponding expense during the three months ended March 31, 2023 and include (i) the amortization of the commitment fees associated with the Venetian Acquisition Bridge Facility and the MGP Transactions Bridge Facility and (ii) additional interest on the $600.0 million draw on the Revolving Credit Facility in February 2022 (which was repaid in full on April 29, 2022).

Additionally, the weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, increased to 4.33% during the three months ended March 31, 2023, from 3.97% during the three months ended March 31, 2022, as a result of a higher weighted average effective interest rate on the April 2022 Notes, Exchange Notes and MGP OP Notes as compared to our outstanding debt during such earlier periods, partially offset by the lower interest rate on the MGM Grand/Mandalay Bay JV CMBS debt.

Interest Income

Interest income increased $3.0 million during the three months ended March 31, 2023 compared to the three months ended March 31, 2022. The increase was primarily driven by a significant increase in the interest rates and income earned on our excess cash and short-term investments, coupled with an overall increase in our cash on hand throughout the current quarter as compared to the prior quarter.

Other Gains (Losses)

During the three months ended March 31, 2023, we recognized $2.0 million of Other gains (losses), which primarily relates to foreign currency remeasurement adjustments associated with our investment in Canada. In connection with the PURE Canadian Gaming Transaction, we entered into intercompany debt and drew C$140.0 on the Revolving Credit Facility, both of which are denominated in CAD and, since such debt is held at entities with USD as their functional currency, certain of the related assets

and liabilities are remeasured through the Statement of Operations. There is no comparable amount during the three months ended March 31, 2022, as we did not have any foreign investments during such time.

RECONCILIATION OF NON-GAAP MEASURES

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

FFO is a non-GAAP financial measure that is considered a supplemental measure for the real estate industry and a supplement to GAAP measures. Consistent with the definition used by the National Association of Real Estate Investment Trusts (NAREIT), we define FFO as VICI’s net income (or loss) attributable to common stockholders (computed in accordance with GAAP) excluding (i) gains (or losses) from sales of certain real estate assets, (ii) depreciation and amortization related to real estate, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) our proportionate share of such adjustments from our investment in unconsolidated affiliate.

AFFO is a non-GAAP financial measure that we use as a supplemental operating measure to evaluate VICI’s performance. We calculate VICI’s AFFO by adding or subtracting from FFO non-cash leasing and financing adjustments, non-cash change in allowance for credit losses, non-cash stock-based compensation expense, transaction costs incurred in connection with the acquisition of real estate investments, amortization of debt issuance costs and original issue discount, other non-cash interest expense, non-real estate depreciation (which is comprised of the depreciation related to our golf course operations), capital expenditures (which are comprised of additions to property, plant and equipment related to our golf course operations), impairment charges related to non-depreciable real estate, gains (or losses) on debt extinguishment and interest rate swap settlements, other gains (losses), other non-recurring non-cash transactions, our proportionate share of non-cash adjustments from our investment in unconsolidated affiliate (including the amortization of any basis differences) with respect to certain of the foregoing and non-cash adjustments attributable to non-controlling interest with respect to certain of the foregoing.

We calculate VICI’s Adjusted EBITDA by adding or subtracting from AFFO contractual interest expense (including the impact of the forward-starting interest rate swaps and treasury locks) and interest income (collectively, interest expense, net), income tax expense and our proportionate share of such adjustments from our investment in unconsolidated affiliate.

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

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

			Three Months Ended March 31,
(In thousands, except share data and per share data)			2023						2022
Net income attributable to common stockholders			$	518,740					$	240,383
Real estate depreciation			—						—
Joint venture depreciation and non-controlling interest adjustments			1,426						—
FFO attributable to common stockholders			520,166						240,383
Non-cash leasing and financing adjustments			(122,834)						(35,564)
Non-cash change in allowance for credit losses			111,477						80,820
Non-cash stock-based compensation			3,467						2,630
Transaction and acquisition expenses			(958)						755
Amortization of debt issuance costs and original issue discount			19,682						15,977
Other depreciation			783						746
Capital expenditures			(988)						(454)
Other (gains) losses (1)			(1,963)						—
Joint venture non-cash adjustments and non-controlling interest adjustments			(227)						202
AFFO attributable to common stockholders			528,605						305,495
Interest expense, net			181,631						52,072
Income tax expense			1,087						400
Joint venture interest expense and non-controlling interest adjustments			(1,021)						—
Adjusted EBITDA attributable to common stockholders			$	710,302					$	357,967
Net income per common share
Basic			$	0.52					$	0.35
Diluted			$	0.52					$	0.35
FFO per common share
Basic			$	0.52					$	0.35
Diluted			$	0.52					$	0.35
AFFO per common share
Basic			$	0.53					$	0.45
Diluted			$	0.53					$	0.44
Weighted average number of shares of common stock outstanding
Basic			1,001,526,645						684,341,045
Diluted			1,003,831,325						687,914,683

---

*(1)*Represents non-cash foreign currency remeasurement adjustments.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of March 31, 2023, our available cash balances, capacity under our Revolving Credit Facility and proceeds available from outstanding forward sale agreements were as follows:

(In thousands)			March 31, 2023
Cash and cash equivalents			$	247,673
Capacity under Revolving Credit Facility (1)			2,396,428
Proceeds available from settlement of the January 2023 Forward Sale Agreements (2)			960,417
Total			$	3,604,518

---

*(1)*In addition, the Revolving Credit Facility includes the option to increase the revolving loan commitments by up to $1.0 billion to the extent that any one or more lenders (from the syndicate or otherwise) agree to provide such additional credit extensions.

*(2)*Assumes the physical settlement of the 30,302,500 shares under the January 2023 Forward Sale Agreements at the forward sale price per share of $31.69, calculated as of March 31, 2023. Subsequent to quarter-end, on April 4, 2023, we physically settled 3,200,000 shares under the January 2023 Forward Sale Agreements at a forward sale price of $31.71 per share in exchange for total net proceeds of approximately $101.5 million.

We believe that we have sufficient liquidity to meet our material cash requirements, including our contractual obligations, debt maturities and commitments as well as our additional funding requirements, primarily through currently available cash and cash equivalents, cash received under our Lease Agreements, existing borrowings from banks, including our undrawn capacity under our Revolving Credit Facility, and proceeds from future issuances of debt and equity securities (including issuances under the ATM Program) for the next 12 months and in future periods.

All of the Lease Agreements call for an initial term of between fifteen and thirty years with additional tenant renewal options and are designed to provide us with a reliable and predictable long-term revenue stream. Our cash flows from operations and our ability to access capital resources could be adversely affected due to uncertain economic factors and volatility in the financial and credit markets, including as a result of the current inflationary environment, sustained rising interest rates, equity market volatility, changes in consumer behavior and spending. In particular, we can provide no assurances that our tenants will not default on their leases or fail to make full rental payments if their businesses become challenged due to, among other things, current or future adverse economic conditions. See “Overview — Impact of Material Trends on our Business” above for additional detail. In the event our tenants are unable to make all of their contractual rent payments as provided by the Lease Agreements, we believe we have sufficient liquidity from the other sources discussed above to meet all of our contractual obligations for a significant period of time. Additionally, we do not have any debt maturities until May 2024. For more information, refer to the risk factors incorporated by reference into Part II. Item 1A. Risk Factors herein from our Annual Report on Form 10-K for the year ended December 31, 2022.

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

Material Cash Requirements

Contractual Obligations

Our short-term obligations consist primarily of regular interest payments on our debt obligations, dividends to our common stockholders, distributions to the VICI OP unit holders, normal recurring operating expenses, recurring expenditures for corporate and administrative needs, certain lease and other contractual commitments related to our golf operations and certain non-recurring expenditures. For more information on our material contractual commitments, refer to Note 10 - Commitments and Contingent Liabilities.

Our long-term obligations consist primarily of principal payments on our outstanding debt obligations and future funding commitments under our lease and loan agreements. As of March 31, 2023, we have $17.1 billion of debt obligations outstanding. We have $1.1 billion of debt which matures on May 1, 2024. For a summary of principal debt balances and their

maturity dates and principal terms, refer to Note 7 - Debt. For a summary of our future funding commitments under our loan portfolio, refer to Note 4 - Real Estate Portfolio.

Pursuant to our Lease Agreements, capital expenditures for properties under the Lease Agreements are the responsibility of the tenants. Minimum capital expenditure spending requirements of the tenants pursuant to the Lease Agreements are described in Note 4 - Real Estate Portfolio.

Information concerning our material contractual obligations and commitments to make future payments under contracts such as our indebtedness, future funding commitments under our loans and Partner Property Growth Fund and future contractual operating commitments (such as future lease payments under our corporate lease) are included in the following table as of March 31, 2023. Amounts in this table omit, among other things, non-contractual commitments and items such as dividends and recurring or non-recurring operating expenses and other expenditures, including acquisitions and other investments:

									Payments Due By Period
(In thousands)									Total						2023 (remaining)						2024						2025						2026						2027 and Thereafter
Long-term debt, principal
			Senior Unsecured Notes						$	13,950,000					$	—					$	1,050,000					$	2,050,000					$	1,750,000					$	9,100,000
			MGM Grand/Mandalay Bay JV CMBS Debt						3,000,000						—						—						—						—						3,000,000
			Revolving Credit Facility						103,572						—						—						—						103,572						—
Scheduled interest payments (1)									5,376,816						584,735						737,998						668,937						620,490						2,764,657
Total debt contractual obligations									22,430,388						584,735						1,787,998						2,718,937						2,474,062						14,864,657
Leases and contracts
			Future funding commitments – loan investments and Partner Property Growth Fund (2)						1,012,809						499,786						457,260						47,263						—						8,500
			Golf course operating lease and contractual commitments						43,673						1,553						2,112						2,153						2,197						35,658
			Corporate office leases						6,634						698						857						899						929						3,251
Total leases and contract obligations									1,063,116						502,037						460,229						50,315						3,126						47,409
Total contractual commitments									$	23,493,504					$	1,086,772					$	2,248,227					$	2,769,252					$	2,477,188					$	14,912,066

---

(1) Estimated interest payments on variable interest loans are based on the CDOR rate as of March 31, 2023.

(2) The allocation of our future funding commitments is based on a construction draw schedule, commitment funding date, expiration date or other information, as applicable; however, we may be obligated to fund these commitments earlier than such applicable date.

Additional Funding Requirements

In addition to the contractual obligations and commitments set forth in the table above, we have and may enter into additional agreements that commit us to potentially acquire properties in the future, fund future property improvements or otherwise provide capital to our tenants, borrowers and other counterparties, including through our put-call agreements and Partner Property Growth Fund. As of March 31, 2023, we had $1.0 billion of additional potential future funding commitments under our Partner Property Growth Fund agreements, the use of which are at the discretion of our tenants and will be dependent upon independent decisions made by our tenants with respect to any capital improvement projects and the source of funds for such projects, as well as the total funding ultimately provided under such arrangements.

Cash Flow Analysis

The table below summarizes our cash flows for the three months ended March 31, 2023 and 2022:

						Three Months Ended March 31,
(In thousands)						2023						2022						Variance
Cash, cash equivalents and restricted cash
			Provided by operating activities			$	522,033					$	298,173					$	223,860
			Used in investing activities			(1,468,856)						(4,028,245)						2,559,389
			Provided by financing activities			985,489						3,559,160						(2,573,671)
			Effect of exchange rate changes on cash, cash equivalents and restricted cash			74						—						74
			Net increase (decrease) in cash, cash equivalents and restricted cash			38,740						(170,912)						209,652
			Cash, cash equivalents and restricted cash, beginning of period			208,933						739,614						(530,681)
			Cash, cash equivalents and restricted cash, end of period			$	247,673					$	568,702					$	(321,029)

Cash Flows from Operating Activities

Net cash provided by operating activities increased $223.9 million for the three months ended March 31, 2023 compared with the three months ended March 31, 2022. The increase is primarily driven by an increase in cash rental payments from the addition of the Venetian Lease, MGM Master Lease, Foundation Master Lease, MGM Grand/Mandalay Bay Lease, and PURE Master Lease to our real estate portfolio, the annual rent escalators on our Caesars Leases and certain of our other Lease Agreements and an increase in loan income as a result of an increase in the principal balance of our loan and securities portfolio.

Cash Flows from Investing Activities

Net cash used in investing activities increased $2,559.4 million for the three months ended March 31, 2023 compared with the three months ended March 31, 2022.

During the three months ended March 31, 2023, the primary sources and uses of cash from investing activities included:

• Net payments of $1,266.9 million, including acquisition costs, in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition;

• Maturities of short-term investments of $217.3 million;

• Disbursements to fund investments in our loan and securities portfolio in the amount of $209.3 million;

• Payments for the PURE Canadian Gaming Transaction for a total cost of $202.7 million, including acquisition costs; and

• Payments to fund the Caruthersville Property Growth Fund investment in the amount of $6.1 million.

During the three months ended March 31, 2022, the primary sources and uses of cash from investing activities include:

• Payments for the Venetian Acquisition for a total cost of $4,012.1 million, including acquisition costs; and

• Disbursements to fund investments in our loan and securities portfolio in the amount of $15.6 million.

Cash Flows from Financing Activities

Net cash provided by financing activities increased $2,573.7 million for the three months ended March 31, 2023, compared with the three months ended March 31, 2022.

During the three months ended March 31, 2023, the primary sources and uses of cash in financing activities included:

• Net proceeds of $1,272.3 million from the issuance of an aggregate 40,592,592 shares of our common stock pursuant to the full physical settlement of the November 2022 Forward Sale Agreements, the June 2022 ATM Forward Sale Agreement, August 2022 ATM Forward Sale Agreement and December 2022 ATM Forward Sale Agreement;

• Dividend payments of $382.6 million;

• Draw of $352.7 million on our Revolving Credit Facility;

• Repayment of $250.0 million on our Revolving Credit Facility;

• Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $4.6 million; and

• Distributions of $2.3 million to non-controlling interests.

During the three months ended March 31, 2022, the primary sources and uses of cash from financing activities included:

• Net proceeds from the sale of an aggregate of $3,219.1 million of our common stock pursuant to the full physical settlement of the September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements;

• Initial draw of $600.0 million on our Revolving Credit Facility;

• Dividend payments of $227.9 million;

• Debt issuance costs of $27.3 million;

• Repurchase of stock for tax withholding in connection with the vesting of employee stock compensation of $2.7 million; and

• Distributions of $2.1 million to non-controlling interest.

Debt

For a summary of our debt obligations as of March 31, 2023, refer to Note 7 - Debt.

Covenants

Our debt obligations are subject to certain customary financial and protective covenants that restrict our ability to incur additional debt, sell certain asset and restrict certain payments, among other things. In addition, these covenants are subject to a number of important exceptions and qualifications, including, with respect to the restricted payments covenant, the ability to make unlimited restricted payments to maintain our REIT status. At March 31, 2023, we were in compliance with all debt-related covenants.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Dividends declared (on a per share basis) during the three months ended March 31, 2023 and 2022 were as follows:

Three Months Ended March 31, 2023
Declaration Date						Record Date						Payment Date						Period						Dividend
March 9, 2023						March 23, 2023						April 6, 2023						January 1, 2023 - March 31, 2023						$	0.3900

Three Months Ended March 31, 2022
Declaration Date						Record Date						Payment Date						Period						Dividend
March 10, 2022						March 24, 2022						April 7, 2022						January 1, 2022 - March 31, 2022						$	0.3600

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

We intend to continue to make distributions to our stockholders to comply with the REIT requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and to avoid or otherwise minimize paying entity level federal income or excise tax (other than at any TRS of ours). We may generate taxable income greater than our income for financial reporting purposes

prepared in accordance with GAAP. Further, we may generate REIT taxable income greater than our cash flow from operations after operating expenses and debt service as a result of differences in timing between the recognition of REIT taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in our critical policies and estimates for the three months ended March 31, 2023.