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 and nine months ended September 30, 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, foreign currency exchange rate fluctuations, 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 recent and potential future interest rate increases 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. We own 92 experiential assets across a geographically diverse portfolio consisting of 54 gaming properties and 38 non-gaming experiential properties across 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 gaming and entertainment facilities are leased to leading brands that seek to drive consumer loyalty and value with guests through superior services, experiences, products and continuous innovation. Across approximately 125 million square feet, our well-maintained properties are currently located across urban, destination and drive-to markets in twenty-six states and Canada, contain approximately 60,300 hotel rooms and feature over 500 restaurants, bars, nightclubs and sportsbooks.

Our portfolio also includes certain real estate debt investments that we have originated for strategic reasons, primarily 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 33 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, Bowlero, 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 and nine months ended September 30, 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 economic environment, including the impact of recent and potential future interest rate increases, inflation 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

• Bowlero Transaction.** Subsequent to quarter-end, on October 19, 2023, we entered the family entertainment sector by acquiring the real estate assets of the Bowlero Portfolio from Bowlero in a sale-leaseback transaction for an aggregate purchase price of $432.9 million. The transaction was funded through a combination of units in a newly formed VICI subsidiary issued to Bowlero, cash on hand, and a portion of proceeds from the settlement of the remaining shares under the January 2023 Forward Sale Agreements. Simultaneous with the closing of the Bowlero Transaction, we entered into the Bowlero Master Lease. The Bowlero Master Lease has an initial total annual rent of $31.6 million and an initial term of 25 years, with six 5-year tenant renewal options. Rent under the lease will escalate at the greater of 2.0% or CPI (subject to a 2.5% ceiling). The tenant’s obligations under the Bowlero Master Lease are guaranteed by Bowlero. Additionally, the Bowlero Master Lease contains a right of first offer provisions under which, for a term of eight years, we have the right to acquire the real estate assets of any current or future Bowlero properties in the event that Bowlero elects to enter into a sale-leaseback transaction.

• Century Canadian Portfolio Transaction. On September 6, 2023, we closed on the previously announced acquisition of the leasehold interest in the land and buildings associated with real estate assets of Century Casino & Hotel Edmonton, Century Casino St. Albert and Century Mile Racetrack and Casino, each in Edmonton, Alberta, and Century Downs Racetrack and Casino in Calgary, Alberta, from Century Casinos for an aggregate purchase price of

C$221.7 million (approximately US$162.5 million based on the exchange rate at the time of closing). We financed the Century Canadian Portfolio Transaction with a combination of cash on hand, proceeds from the partial settlement of forward equity sale agreements and a C$75.0 million (approximately US$55.0 million based on the exchange rate at the time of closing) draw under our Revolving Credit Facility. Simultaneous with the closing of the transaction, the Century Canadian Portfolio was added to the Century Master Lease and annual rent increased by C$17.3 million (approximately US$12.7 million based on the exchange rate at the time of closing). Additionally, the term of the Century Master Lease was extended such that, upon closing of the transaction, the lease has a full 15-year initial base lease term, with three 5-year tenant renewal options. Century Casinos previously exercised one 5-year tenant renewal option. The tenants’ obligations under the Century Master Lease continue to be guaranteed by Century Casinos.

• Rocky Gap Casino Transaction. On July 25, 2023, we closed on the previously announced acquisition of the Rocky Gap Casino, located in Flintstone, Maryland with Century Casinos, from Golden Entertainment, Inc. for an aggregate purchase price of $260.0 million. Pursuant to the transaction agreements, we acquired the leasehold interest in the land and buildings associated with the Rocky Gap Casino for approximately $203.9 million and Century Casinos acquired the operating assets of the property for approximately $56.1 million. Simultaneous with the closing of the transaction, the Century Master Lease was amended to include the Rocky Gap Casino, and annual rent under the Century Master Lease increased by $15.5 million. Additionally, the term of the Century Master Lease was extended such that, upon closing of the transaction, the lease has a full 15-year initial base lease term remaining. Century Casinos previously exercised one 5-year tenant renewal option and three additional 5-year tenant renewal options are remaining. The tenants’ obligations under the Century Master Lease continue to be guaranteed by Century Casinos.

• MGM Grand/Mandalay Bay JV Interest Acquisition. On January 9, 2023, we closed on the previously announced MGM Grand/Mandalay Bay JV Interest Acquisition, acquiring the remaining 49.9% interest in the MGM Grand/Mandalay Bay JV from BREIT 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 certain forward sale agreements. 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.

• PURE Canadian Gaming Transaction. On January 6, 2023, we completed the PURE Canadian Gaming Transaction, acquiring 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 in cash of approximately C$271.9 million (approximately US$200.8 million based on the exchange rate at the time of the acquisition). 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.

Leasing Activity

• Gold Strike Severance Lease. On February 15, 2023, in connection with the closing of 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 MGM’s divestiture of the operations of Gold Strike and to reduce the annual base rent by $40.0 million. 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.

Loan, Security and Preferred Equity Investment Activity

• Canyon Ranch Transactions*.* On August 22, 2023, we closed on the previously announced $140.1 million mortgage loan to a subsidiary of Canyon Ranch secured by Canyon Ranch Tucson and Canyon Ranch Lenox. Proceeds of the loan were to refinance Canyon Ranch’s existing CMBS debt secured by these two assets. The loan has an initial term of two years with three one-year extensions, exercisable at Canyon Ranch’s option, subject to satisfying certain customary extension conditions.

On July 26, 2023, we committed to an up to $150.0 million preferred equity investment into the controlling entity of Canyon Ranch, a leading provider of holistic, integrative health and wellness guest experiences. The preferred equity has a term of 10 years and may be redeemed by Canyon Ranch at any time, subject to a redemption premium in the first three years. In connection with this investment, we entered into (i) a call right agreement whereby we will have the option to call the real estate assets of each of Canyon Ranch Tucson and Canyon Ranch Lenox, subject to certain conditions, and (ii) a right of first financing agreement pursuant to which we will have the right, but not the obligation, to serve as the real estate capital financing partner for Canyon Ranch with respect to the acquisition, build-out and redevelopment of future wellness resorts. If the call right(s) are exercised, Canyon Ranch would continue to operate the applicable wellness resort(s) subject to a long-term triple net master lease with the Company.

• 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 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.

• Settlement of Outstanding Forward Sale Agreements. During the nine months ended September 30, 2023, we physically settled an aggregate of 53,192,592 shares under certain of our outstanding forward sale agreements in exchange for total net proceeds of approximately $1.7 billion. Subsequent to quarter-end, on October 17, 2023, we physically settled the 17,702,500 shares of common stock remaining under the January 2023 Forward Sale Agreements for total net proceeds of approximately $560.3 million. Following such settlements, no shares of common stock remain available for settlement under the January 2023 Forward Sale Agreements. See Note 11 - Stockholders Equity for additional information.

• At-The-Market Offering Program. During the nine months ended September 30, 2023, we sold an aggregate of 8.2 million shares under the ATM Program (as defined in Note 11 - Stockholders Equity), all of which were subject to forward sale agreements, for estimated aggregate total proceeds of $248.2 million based on the initial forward sale price with respect to each forward sale agreement. We did not initially receive any proceeds from the sale of the shares of common stock under the ATM Program, which were sold to the underwriters by the forward purchasers or their respective affiliates.

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 September 30,																		Nine Months Ended September 30,
(In thousands)			2023						2022						Variance						2023						2022						Variance
Revenues
Income from sales-type leases			$	500,212					$	376,048					$	124,164					$	1,473,961					$	1,077,952					$	396,009
Income from lease financing receivables, loans and securities			378,502						350,945						27,557						1,122,703						685,544						437,159
Other income			18,179						17,862						317						55,043						41,811						13,232
Golf revenues			7,425						6,688						737						28,416						25,484						2,932
Total revenues			904,318						751,543						152,775						2,680,123						1,830,791						849,332
Operating expenses
General and administrative			14,422						12,063						2,359						44,347						33,311						11,036
Depreciation			1,011						816						195						2,712						2,371						341
Other expenses			18,179						17,862						317						55,043						41,811						13,232
Golf expenses			6,332						5,186						1,146						18,874						16,330						2,544
Change in allowance for credit losses			95,997						232,763						(136,766)						166,119						865,459						(699,340)
Transaction and acquisition expenses			3,566						1,947						1,619						3,385						19,366						(15,981)
Total operating expenses			139,507						270,637						(131,130)						290,480						978,648						(688,168)
Income from unconsolidated affiliate			—						22,719						(22,719)						1,280						37,853						(36,573)
Interest expense			(204,927)						(169,354)						(35,573)						(612,881)						(370,624)						(242,257)
Interest income			7,341						3,024						4,317						16,194						3,897						12,297
Other (losses) gains			(1,122)						—						(1,122)						4,295						—						4,295
Income before income taxes			566,103						337,295						228,808						1,798,531						523,269						1,275,262
Income tax expense			(644)						(417)						(227)						(3,630)						(1,844)						(1,786)
Net income			565,459						336,878						228,581						1,794,901						521,425						1,273,476
Less: Net income attributable to non-controlling interests			(9,130)						(5,973)						(3,157)						(29,130)						(7,843)						(21,287)
Net income attributable to common stockholders			$	556,329					$	330,905					$	225,424					$	1,765,771					$	513,582					$	1,252,189

Revenue

For the three and nine months ended September 30, 2023 and 2022, our revenue was comprised of the following items:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2023						2022						Variance						2023						2022						Variance
Leasing revenue			$	858,929					$	715,591					$	143,338					$	2,544,001					$	1,731,860					$	812,141
Income from loans and securities			19,785						11,402						8,383						52,663						31,636						21,027
Other income			18,179						17,862						317						55,043						41,811						13,232
Golf revenues			7,425						6,688						737						28,416						25,484						2,932
Total revenues			$	904,318					$	751,543					$	152,775					$	2,680,123					$	1,830,791					$	849,332

Leasing Revenue

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

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2023						2022						Variance						2023						2022						Variance
Income from sales-type leases			$	500,212					$	376,047					$	124,165					$	1,473,961					$	1,077,952					$	396,009
Income from lease financing receivables (1)			358,717						339,544						19,173						1,070,040						653,908						416,132
Total leasing revenue			858,929						715,591						143,338						2,544,001						1,731,860						812,141
Non-cash adjustment (2)			(131,351)						(108,556)						(22,795)						(383,735)						(230,516)						(153,219)
Total contractual leasing revenue			$	727,578					$	607,035					$	120,543					$	2,160,266					$	1,501,344					$	658,922

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(1) Represents the MGM Master Lease, the Harrah’s Call Properties component of the Caesars Regional Lease, the JACK Master Lease, the Foundation Master Lease, the Mirage Lease, the PURE Master Lease, the Gold Strike Lease and the Century Canadian Portfolio component of the Century Master Lease. 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 $143.3 million and $812.1 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. Total contractual leasing revenue increased $120.5 million and $658.9 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. The increases were primarily driven by the addition to our portfolio of the Venetian Lease in February 2022, MGM Master Lease in April 2022, Foundation Master Lease in December 2022, PURE Master Lease and MGM Grand/Mandalay Bay Lease in January 2023, the Rocky Gap Casino component of the Century Master Lease in July 2023 and the Century Canadian Portfolio component of the Century Master Lease in September 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 $8.4 million and $21.0 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. The increases were driven by the origination and subsequent funding, as applicable, of our senior secured and mezzanine loans, preferred equity and securities and the related interest income from the increased principal balance outstanding, partially offset by the full repayment of the Forum Convention Center Mortgage Loan.

Other Income

Other income increased $0.3 million and $13.2 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. The increases were 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 in February 2022, the MGP Transactions in April 2022 and the Rocky Gap Casino Transaction in July 2023. 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 and nine months ended September 30, 2023 and 2022, our operating expenses were comprised of the following items:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2023						2022						Variance						2023						2022						Variance
General and administrative			$	14,422					$	12,063					$	2,359					$	44,347					$	33,311					$	11,036
Depreciation			1,011						816						195						2,712						2,371						341
Other expenses			18,179						17,862						317						55,043						41,811						13,232
Golf expenses			6,332						5,186						1,146						18,874						16,330						2,544
Change in allowance for credit losses			95,997						232,763						(136,766)						166,119						865,459						(699,340)
Transaction and acquisition expenses			3,566						1,947						1,619						3,385						19,366						(15,981)
Total operating expenses			$	139,507					$	270,637					$	(131,130)					$	290,480					$	978,648					$	(688,168)

General and Administrative Expenses

General and administrative expenses increased $2.4 million and $11.0 million for the three and nine months ended September 30, 2023, respectively, as compared to the three and nine months ended September 30, 2022, respectively. 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 growth of our business in 2023.

Other Expenses

Other expenses increased $0.3 million and $13.2 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively, 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 in February 2022, the MGP Transactions in April 2022 and the Rocky Gap Casino Transaction in July 2023. 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 September 30, 2023, we recognized a $96.0 million increase in our allowance for credit losses primarily driven by (i) the initial CECL allowances in relation to (a) the Century Canadian Portfolio Transaction and related classification of the Century Canadian Portfolio component of the Century Master Lease as a lease financing receivable, (b) the Rocky Gap Casino Transaction and related classification of the Rocky Gap Casino component of the Century Master Lease as a sales-type lease, and (c) the origination of the Canyon Ranch preferred equity investment and Canyon Ranch Tucson and Canyon Ranch Lenox mortgage loan, and (ii) an increase in the reasonable and supportable period, or R&S Period, probability of default, or PD, of our tenants and their parent guarantors as a result of their market performance during the current quarter.

During the nine months ended September 30, 2023, we recognized a $166.1 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, (c) the purchase of the Hard Rock Ottawa Notes, and (d) the initial allowances as stated above describing the three months ended September 30, 2023, and (ii) an increase 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. This

increase was partially offset by an overall decrease in the R&S Period PD of our tenants and their parent guarantors as a result of their market performance during the nine-month period.

During the three months ended September 30, 2022, we recognized a $232.8 million increase in our allowance for credit losses primarily driven by (i) changes in the macroeconomic model used to scenario condition our R&S Period PD due to uncertain and potentially negative future market conditions, (ii) an increase in the R&S Period PD of our tenants and their parent guarantors as a result of market volatility during the current quarter, (iii) an increase in the R&S Period PD and loss given default, or LGD, as a result of standard annual updates that were made to the inputs and assumptions in the model that we utilize to estimate our CECL allowance, and (iv) the initial CECL allowance on the future funding commitments from the origination of the Great Wolf Gulf Coast Texas loan and the Great Wolf South Florida loan.

During the nine months ended September 30, 2022, we recognized a $865.5 million increase in our allowance for credit losses primarily driven by initial CECL allowances on our acquisition activity during such period in the amount of $523.2 million, representing 60.5% of the total allowance for the nine months ended September 30, 2022. The initial CECL allowances were in relation to (i) the closing of the MGP Transactions on April 29, 2022, which included the (a) classification of the MGM Master Lease as a lease financing receivable and (b) the sales-type sub-lease agreements we assumed in connection with the closing of the MGP Transactions, (ii) the closing of the Venetian Acquisition on February 23, 2022, which included (a) the classification of the Venetian Lease as a sales-type lease, (b) the estimated future funding commitments under the Partner Property Growth Fund Agreement with the Venetian and (c) the sales-type sub-lease agreements we assumed in connection with the closing of the Venetian Acquisition, and (iii) the future funding commitments from the origination of the BigShots Loan, the Cabot Citrus Farms Loan, the Great Wolf South Florida loan and the Great Wolf Gulf Coast Texas loan. Additional increases were attributable to the increase for the three months ended September 30, 2022 as described above. These increases were partially offset by a decrease in the Long-Term Period PD as a result of standard annual updates that were made to the Long-Term Period PD default study we utilize to estimate our CECL allowance.

Transaction and Acquisition Expenses

Transaction and acquisition expenses increased $1.6 million and decreased $16.0 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. 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. Amounts for the nine months ended September 30, 2022 include costs incurred for the MGP Transactions and Venetian Acquisition during the period that are not capitalized under GAAP

Non-Operating Income and Expenses

For the three and nine months ended September 30, 2023 and 2022, our non-operating income and expenses were comprised of the following items:

			Three Months Ended September 30,																		Nine Months Ended September 30,
(In thousands)			2023						2022						Variance						2023						2022						Variance
Income from unconsolidated affiliate			$	—					$	22,719					$	(22,719)					$	1,280					$	37,853					$	(36,573)
Interest expense			(204,927)						(169,354)						(35,573)						(612,881)						(370,624)						(242,257)
Interest income			7,341						3,024						4,317						16,194						3,897						12,297
Other (losses) gains			(1,122)						—						(1,122)						4,295						—						4,295

Income from Unconsolidated Affiliate

Income from unconsolidated affiliate during the nine months ended September 30, 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 closing of 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 and, accordingly, no Income from unconsolidated affiliate was recognized for the three months ended September 30, 2023.

Income from unconsolidated affiliate during the three and nine months ended September 30, 2022, represents our 50.1% share of the income of the MGM Grand/Mandalay Bay JV beginning in April 2022 in connection with and upon the closing of the MGP Transactions.

Interest Expense

Interest expense increased $35.6 million and $242.3 million during the three and nine months ended September 30, 2023, respectively, as compared to the three and nine months ended September 30, 2022, respectively. The increases during the three and nine months ended September 30, 2023 were 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 and C$75.0 million draws on the Revolving Credit Facility to finance the PURE Canadian Gaming Transaction and Century Canadian Portfolio Transaction, respectively, and (v) assumption of $3.0 billion aggregate principal amount of CMBS debt in connection with the MGM Grand/Mandalay Bay JV Interest Acquisition, the combination of which resulted in an additional $12.4 billion in notional amount of debt at a weighted average interest rate of 4.53% and 4.65% during the three and nine months ended September 30, 2023, respectively, 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 and nine months ended September 30, 2022 with no corresponding expense during the three and nine months ended September 30, 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, decreased to 4.32% from 4.47% for the three months ended September 30, 2023 compared to three months ended September 30, 2022, respectively, as a result of the lower interest rate on the MGM Grand/Mandalay Bay JV CMBS debt. The weighted average annualized interest rate of our debt, net of the impact of the forward-starting interest rate swaps and treasury locks, decreased to 4.32% from 4.35%, during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, respectively, as a result of the lower interest rate on the MGM Grand/Mandalay Bay JV CMBS debt, partially offset by 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.

Interest Income

Interest income increased $4.3 million and $12.3 million during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, respectively. The increase was primarily driven by a significant increase in the interest rates and income earned on our excess cash, coupled with an overall increase in our cash on hand throughout the current period as compared to the prior period.

Other (Losses) Gains

During the three and nine months ended September 30, 2023, we recognized a $1.1 million loss and $4.3 million gain in Other (losses) gains, respectively, which primarily relate to the sale of excess land in April 2023 and foreign currency remeasurement adjustments associated with our investments in Canada. In connection with the PURE Canadian Gaming Transaction and Century Canadian Portfolio Transaction, we entered into intercompany debt and drew C$140.0 million on the Revolving Credit Facility and C$75.0 million, respectively, 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 and nine months ended September 30, 2022, as we did not have any foreign investments or sales of land 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 September 30,												Nine Months Ended September 30,
(In thousands, except share data and per share data)			2023						2022						2023						2022
Net income attributable to common stockholders			$	556,329					$	330,905					$	1,765,771					$	513,582
Real estate depreciation			—						—						—						—
Joint venture depreciation and non-controlling interest adjustments			—						9,743						1,426						17,053
FFO attributable to common stockholders			556,329						340,648						1,767,197						530,635
Non-cash leasing and financing adjustments			(131,344)						(108,553)						(383,688)						(230,522)
Non-cash change in allowance for credit losses			95,997						232,763						166,119						865,459
Non-cash stock-based compensation			4,019						3,493						11,517						9,359
Transaction and acquisition expenses			3,566						1,947						3,385						19,366
Amortization of debt issuance costs and original issue discount			17,283						10,326						53,645						38,294
Other depreciation			833						785						2,442						2,280
Capital expenditures			(444)						(437)						(1,762)						(1,093)
Gain on extinguishment of debt and interest rate swap settlements			—						—						—						(5,405)
Other losses (gains) (1)			1,122						—						(4,295)						—
Joint venture non-cash adjustments and non-controlling interest adjustments			253						(10,315)						2,066						(22,171)
AFFO attributable to common stockholders			547,614						470,657						1,616,626						1,206,202
Interest expense, net			180,303						156,004						543,042						333,838
Income tax expense			644						417						3,630						1,844
Joint venture interest expense and non-controlling interest adjustments			(2,155)						11,536						(3,176)						19,187
Adjusted EBITDA attributable to common stockholders			$	726,406					$	638,614					$	2,160,122					$	1,561,071
Net income per common share
Basic			$	0.55					$	0.34					$	1.75					$	0.61
Diluted			$	0.55					$	0.34					$	1.75					$	0.60
FFO per common share
Basic			$	0.55					$	0.35					$	1.75					$	0.63
Diluted			$	0.55					$	0.35					$	1.75					$	0.62
AFFO per common share
Basic			$	0.54					$	0.49					$	1.61					$	1.42
Diluted			$	0.54					$	0.49					$	1.60					$	1.42
Weighted average number of shares of common stock outstanding
Basic			1,012,986,784						962,573,646						1,007,110,068						848,839,357
Diluted			1,013,589,640						964,134,340						1,008,437,452						850,823,037

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*(1)*Represents non-cash foreign currency remeasurement adjustments and gain on sale of land.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

As of September 30, 2023, our available cash balances, capacity under our Revolving Credit Facility and proceeds available from outstanding forward sale agreements were as follows:

(In thousands)			September 30, 2023
Cash and cash equivalents			$	510,884
Capacity under Revolving Credit Facility (1)			2,341,652
Proceeds available from settlement of Forward Sale Agreements (2)			807,245
Total			$	3,659,781

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*(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 17,702,500 shares under the January 2023 Forward Sale Agreement, 327,306 shares under the June 2023 ATM Forward Sale Agreement, 271,071 shares under the July 2023 ATM Forward Sale Agreement and 7,572,281 shares under the September 2023 ATM Forward Sale Agreement at the forward sale price per share of $31.58, $31.67, $31.71 and $30.26, respectively, each as calculated as of September 30, 2023.

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. 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 September 30, 2023, we have $17.1 billion of debt obligations outstanding. We have $1.1 billion of debt that 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 September 30, 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						158,348						—						—						—						158,348						—
Scheduled interest payments (1)									5,001,673						198,624						742,071						674,436						621,885						2,764,657
Total debt contractual obligations									22,110,021						198,624						1,792,071						2,724,436						2,530,233						14,864,657
Leases and contracts
			Future funding commitments – loan investments and Partner Property Growth Fund (2)						765,000						228,368						481,335						46,797						—						8,500
			Golf course operating lease and contractual commitments						42,639						519						2,112						2,153						2,197						35,658
			Corporate office leases						18,591						222						357						1,016						1,742						15,254
Total leases and contract obligations									826,230						229,109						483,804						49,966						3,939						59,412
Total contractual commitments									$	22,936,251					$	427,733					$	2,275,875					$	2,774,402					$	2,534,172					$	14,924,069

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(1) Estimated interest payments on variable interest loans are based on the CDOR rate as of September 30, 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 September 30, 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 nine months ended September 30, 2023 and 2022:

						Nine Months Ended September 30,
(In thousands)						2023						2022						Variance
Cash, cash equivalents and restricted cash
			Provided by operating activities			$	1,604,517					$	1,455,477					$	149,040
			Used in investing activities			(1,944,885)						(8,889,098)						6,944,213
			Provided by financing activities			642,441						7,212,390						(6,569,949)
			Effect of exchange rate changes on cash, cash equivalents and restricted cash			(122)						—						(122)
			Net increase (decrease) in cash, cash equivalents and restricted cash			301,951						(221,231)						523,182
			Cash, cash equivalents and restricted cash, beginning of period			208,933						739,614						(530,681)
			Cash, cash equivalents and restricted cash, end of period			$	510,884					$	518,383					$	(7,499)

Cash Flows from Operating Activities

Net cash provided by operating activities increased $149.0 million for the nine months ended September 30, 2023 compared with the nine months ended September 30, 2022. The increase is primarily driven by an increase in cash rental payments from the addition of the MGM Master Lease, Foundation Master Lease, MGM Grand/Mandalay Bay Lease, PURE Master Lease and the Rocky Gap Casino and Century Canadian Portfolio component of the Century 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 decreased $6,944.2 million for the nine months ended September 30, 2023 compared with the nine months ended September 30, 2022.

During the nine months ended September 30, 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;

*•*Principal repayment of the Forum Convention Center Mortgage Loan of $400.0 million;

• Disbursements to fund investments in our loan and securities portfolio in the amount of $702.1 million;

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

• Payments for the PURE Canadian Gaming Transaction for a total cost of $203.3 million, including acquisition costs;

• Payments for the Rocky Gap Casino Transaction for a total cost of $205.8 million, including acquisition costs;

• Payments for the Century Canadian Portfolio Transaction for a total cost of $164.9 million, including acquisition costs;

• Payments to fund Partner Property Growth Fund investments in the amount of $25.4 million;

• Proceeds from the sale of land of $6.2 million;

• Acquisition of property and equipment costs of $1.9 million; and

• Capitalized transaction costs of $0.8 million.

During the nine months ended September 30, 2022, the primary sources and uses of cash from investing activities include:

• Net payments of $4,574.5 million in relation to the closing of the MGP Transactions, including $4,404.0 million in connection with the redemption of the majority of the MGP units held by MGM, $90.0 million in connection with the repayment of the outstanding MGP revolving credit facility and acquisition costs;

• Payments for the Venetian Acquisition for a total cost of $4,012.8 million, including acquisition costs;

• Investment in short-term investments of $207.7 million;

• Payments to fund portions of certain development loans in the amount of $87.2 million; and

• Capitalized transaction costs of $6.8 million.

Cash Flows from Financing Activities

Net cash provided by financing activities decreased $6,569.9 million for the nine months ended September 30, 2023, compared with the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, the primary sources and uses of cash in financing activities included:

• Net proceeds of $1,672.4 million from the issuance of an aggregate 53,192,592 shares of our common stock pursuant to the full physical settlement of the November 2022 Forward Sale Agreements, June 2022 ATM Forward Sale Agreement, August 2022 ATM Forward Sale Agreement, December 2022 ATM Forward Sale Agreement, and January 2023 Forward Sale Agreement;

• Dividend payments of $1,161.8 million;

• Draw of $408.2 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 $5.0 million; and

• Distributions of $21.5 million to non-controlling interests.

During the nine months ended September 30, 2022, the primary sources and uses of cash from financing activities included:

• Net proceeds of $3,219.1 million from the issuance of an aggregate 119,000,000 shares of our common stock pursuant to the full physical settlement of the September 2021 Forward Sale Agreements and March 2021 Forward Sale Agreements;

• Gross proceeds of $5,000.0 million from the April 2022 Notes offering;

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

• Dividend payments of $843.7 million;

• Debt issuance costs of $146.2 million;

• Repurchase of shares of common stock for tax withholding in connection with the vesting of employee stock compensation of $6.1 million; and

• Distributions of $10.7 million to non-controlling interest.

Debt

For a summary of our debt obligations as of September 30, 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 September 30, 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 nine months ended September 30, 2023 and 2022 were as follows:

Nine Months Ended September 30, 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
June 8, 2023						June 22, 2023						July 6, 2023						April 1, 2023 - June 30, 2023						$	0.3900
September 7, 2023						September 21, 2023						October 5, 2023						July 1, 2023 - September 30, 2023						$	0.4150

Nine Months Ended September 30, 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
June 9, 2022						June 23, 2022						July 7, 2022						April 1, 2021 - June 30, 2022						$	0.3600
September 8, 2022						September 22, 2022						October 6, 2022						July 1, 2022 - September 30, 2022						$	0.3900

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 nine months ended September 30, 2023.