VICI PROPERTIES INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)

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, 2022 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, 2021, which, in the
case of VICI Properties Inc., were included in our   Annual Report on Form 10-K
for the year ended December 31, 202    1   and in the case of VICI Properties
L.P. were included as an   exhibit     to     Form 8-K     file    d     on

April 18 , 2022 . All defined terms included herein have the same meaning as those set forth in the Notes to the Consolidated Financial Statements contained in 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.

Currently, one of the most significant factors that could cause actual outcomes
to differ materially from our forward-looking statements is the impact of the
COVID-19 pandemic on our and our tenants' financial condition, results of
operations, cash flows and performance. The extent to which the COVID-19
pandemic continues to adversely affect our tenants, and ultimately impacts our
business and financial condition, depends on future developments which cannot be
predicted with confidence, including the impact of the actions taken to contain
the pandemic or mitigate its impact, including the availability, distribution,
public acceptance and efficacy of approved vaccines, new or mutated variants of
COVID-19 (including vaccine-resistant variants) or a similar virus, the direct
and indirect economic effects of the pandemic and containment measures on our
tenants, the ability of our tenants to successfully operate their businesses,
including the costs of complying with regulatory requirements necessary to keep
their respective facilities open, such as reduced capacity requirements, the
need to close any of the facilities as a result of the COVID-19 pandemic, and
the effects of the negotiated capital expenditure reductions and other
amendments to the Lease Agreements that we agreed to with certain tenants in
response to the COVID-19 pandemic. Each of the foregoing could have a material
adverse effect on our tenants' ability to satisfy their obligations under their
Lease Agreements with us, including their continued ability to pay rent in a
timely manner, or at all, and/or to fund capital expenditures or make other
payments required under their leases. Investors are cautioned to interpret many
of the risks identified under the section entitled "Risk Factors" in our

Annual Report on Form 10-K for the fiscal year ended the 31st of December202 1 , our quarterly Form 10-Q reports and our current Form 8-K reports have been enhanced due to the many ongoing negative effects of the COVID-19 pandemic.

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: risks associated with the MGP Transactions,
including our ability or failure to realize the anticipated benefits of the MGP
Transactions; the impact of changes in general economic conditions and market
developments, including rising inflation, consumer confidence, supply chain
disruptions, unemployment levels and depressed real estate prices resulting from
the severity and duration of any downturn in the U.S. or global economy; our
dependence on our tenants as tenants of our properties and their guarantors as
guarantors of the lease payments and the negative consequences any material
adverse effect on their respective businesses could have on us; the anticipated
benefits of the Partner Property Growth Fund; 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 our
substantial debt service requirements and 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; our inability to maintain our

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qualification for taxation as a REIT; 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 the 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, including indebtedness
assumed and incurred by us in connection with the completion of the MGP
Transactions, 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; the impact of a rise in interest rates which have
begun increasing from historic lows, on us; 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 recently
completed transactions; the effects of our recently completed transactions on
us, including the future impact on our financial condition, financial and
operating results, cash flows, strategy and plans; the impact of changes to the
U.S. federal income tax laws; the impact and outcome of previous and potential
future litigation relating to the MGP Transactions; the possibility of adverse
tax consequences as a result of our recently completed transactions; increased
volatility in our stock price as a result of our recently completed
transactions; 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; VICI's reliance on
distributions received from VICI LP 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 Report 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.

PREVIEW

We are an owner and acquirer of experiential real estate assets across leading
gaming, hospitality, entertainment and leisure destinations. Following the
closing of the MGP Transactions on April 29, 2022, our national, geographically
diverse portfolio currently consists of 43 market leading properties, including
Caesars Palace Las Vegas, Harrah's Las Vegas, the Venetian Resort, Mandalay Bay
and MGM Grand, five 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 122 million square
feet, our well-maintained properties are currently located across urban,
destination and drive-to markets in fifteen states, contain approximately 58,700
hotel rooms and feature over 450 restaurants, bars, nightclubs, and sportsbooks.

Our portfolio also includes four real estate debt investments that we have
originated for strategic reasons in connection with transactions that 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 and operates 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, Caesars,
MGM, Apollo, Penn National, Seminole Hard Rock, Century Casinos, JACK
Entertainment and EBCI, 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

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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. Despite the ongoing uncertainty
surrounding the COVID-19 pandemic, we continue to evaluate and opportunistically
pursue accretive acquisitions or investments that arise in the market.

Our portfolio is competitively positioned and well-maintained. Pursuant to the
terms of the Lease Agreements, which require our tenants to invest in our
properties, and in line with our tenants' commitment to build guest loyalty, we
anticipate our tenants will continue to make strategic value-enhancing
investments in our properties over time, helping to maintain their competitive
position. In addition, given our scale and deep industry knowledge, we believe
we are well-positioned to execute highly complementary single-asset and
portfolio acquisitions, 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 our election of REIT status, combined with the income
generation from the Lease Agreements, will enhance our ability to make
distributions to our stockholders, providing investors with current income as
well as long-term growth, subject to the macroeconomic impact of the COVID-19
pandemic 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, 2022.

Impact of the COVID-19 pandemic on our activities

Since the emergence of the COVID-19 pandemic in early 2020, among the broader
public health, societal and global impacts, the pandemic has resulted in
governmental and/or regulatory actions imposing, among other things, temporary
closures or restrictions from time to time on our tenants' operations at our
properties and our golf course operations. Although all of our leased properties
and our golf courses are currently open and operating, without restriction in
some jurisdictions, they remain subject to any current or future operating
limitations, restrictions or closures imposed by governmental and/or regulatory
authorities. While our tenants' recent performance at many of our leased
properties has been at or above pre-pandemic levels, our tenants may continue to
face additional challenges and uncertainty due to the impact of the COVID-19
pandemic, such as complying with operational and capacity restrictions and
ensuring sufficient employee staffing and service levels, and the sustainability
of maintaining improved operating margins and financial performance. Due to
prior closures, operating restrictions and other factors, our tenants'
operations, liquidity and financial performance have been adversely affected,
and the ongoing nature of the pandemic, including emerging variants, may further
adversely affect our tenants' businesses and, accordingly, our business and
financial performance could be adversely affected in the future.

All of our tenants have fulfilled their rent obligations through April 2022 and
we regularly engage with our tenants in connection with their business
performance, operations, liquidity and financial results. 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 the COVID-19
pandemic continues to adversely affect our tenants, and ultimately impacts us,
depends on future developments which cannot be predicted with confidence,
including the actions taken to contain the pandemic or mitigate its impact,
including the availability, distribution, public acceptance and efficacy of
approved vaccines, new or mutated variants of COVID-19 (including
vaccine-resistant variants) or a similar virus, the direct and indirect economic
effects of the pandemic and containment measures on our tenants, our tenants'
financial performance and any future operating limitations or closures. For more
information, refer to the section entitled "Risk Factors" in our   Annual Report
on Form 10-K for the year ended December 31, 202    1   and as updated from time
to time in our other filings with the SEC.

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SIGNIFICANT ACTIVITIES IN 2022

Acquisition and investment activity

•MGP Transactions. On April 29, 2022, we closed on the previously announced MGP
Transactions governed by the MGP Master Transaction Agreement, pursuant to which
we acquired MGP for total consideration of $17.2 billion, inclusive of the
assumption of approximately $5.7 billion of debt. Upon closing, the MGP
Transactions added $1,012.2 million of annualized rent to our portfolio from 15
Class A entertainment casino resort properties spread across nine regions and
comprising 36,000 hotel rooms, 3.6 million square feet of meeting and convention
space and hundreds of food, beverage and entertainment venues. Under the terms
of the MGP Master Transaction Agreement, holders of MGP Common Shares received
1.366 shares of our newly issued common stock in exchange for each Class A
common share of MGP. The fixed Exchange Ratio represented an agreed upon price
of $43.00 per share of MGP Class A common shares based on VICI's trailing 5-day
volume weighted average price of $31.47 as of July 30, 2021. MGM received $43.00
per unit in cash for the redemption of the majority of its MGP OP units that it
holds for total cash consideration of approximately $4.404 billion and also
retained approximately 12.2 million units in VICI OP. The MGP Class B share that
was held by MGM was cancelled and ceased to exist.

Simultaneous with the closing of the Mergers on April 29, 2022, we entered into
the MGM Master Lease. The MGM Master Lease has an initial term of 25 years, with
three 10-year tenant renewal options and has an initial total annual rent of
$860.0 million. Rent under the MGM Master Lease escalates at a rate of 2.0% per
annum for the first 10 years and thereafter at the greater of 2.0% per annum or
the increase in the consumer price index ("CPI"), subject to a 3.0% cap. The
initial total annual rent under the MGM Master Lease will be reduced by $90.0
million to $770.0 million, upon the close of MGM's pending sale of the
operations of the Mirage to Hard Rock and entrance into the Mirage Lease, as
further described below. Additionally, we retained MGP's existing 50.1%
ownership stake in the BREIT JV, which owns the real estate assets of MGM Grand
Las Vegas and Mandalay Bay. The BREIT JV Lease remained unchanged and provides
for current total annual base rent of approximately $303.8 million, of which
approximately $152.2 million is attributable to MGP's investment in the BREIT
JV, and an initial term of thirty years with two 10-year tenant renewal options.
Rent under the BREIT JV Lease escalates at a rate of 2.0% per annum for the
first fifteen years and thereafter at the greater of 2.0% per annum or CPI,
subject to a 3.0% cap. The tenant's obligations under the MGM Master Lease and
the BREIT JV Lease continue to be guaranteed by MGM.

•BigShots Loan. Subsequent to quarter end, on April 7, 2022, we entered into the
BigShots Loan with BigShots Golf, a subsidiary of ClubCorp, an Apollo fund
portfolio company, under which we agreed to provide up to $80.0 million of
mortgage financing ("BigShots Loan") for the construction of certain new
BigShots Golf facilities throughout the United States. The BigShots Loan bears
interest at a rate of 10.0% per annum and has an initial term of five years with
two successive 12-month extension options, subject to certain conditions. Our
commitment to fund the loan will be subject to customary terms and conditions
and disbursement of funds to the borrower will be based upon construction of the
applicable BigShots Golf facilities. In addition, we entered into a right of
first offer and call right agreement, pursuant to which (i) we have a call right
to acquire the real estate assets associated with any BigShots Golf facility
financed by us, which transaction will be structured as a sale leaseback, and
(ii) for so long as the BigShots Loan remains outstanding and we continue to
hold a majority interest therein, subject to additional terms and conditions, we
will have a right of first offer on any multi-site mortgage, mezzanine,
preferred equity, or other similar financing that is treated as debt to be
obtained by BigShots Golf (or any of its affiliates) in connection with the
development of BigShots Golf facilities.

•Venetian Acquisition. On February 23, 2022, we closed on the previously
announced transaction to acquire all of the land and real estate assets
associated with the Venetian Resort from LVS for $4.0 billion in cash, and the
Venetian Tenant acquired the operating assets of the Venetian Resort for $2.25
billion, of which $1.2 billion is in the form of a secured term loan from LVS
and the remainder was paid in cash. We funded the Venetian Acquisition with (i)
$3.2 billion in net proceeds from the physical settlement of the March 2021
Forward Sale Agreements and the September 2021 Forward Sale Agreements, (ii) an
initial draw on the Revolving Credit Facility of $600.0 million, and (iii) cash
on hand. Simultaneous with the closing of the Venetian Acquisition, we entered
into the Venetian Lease with the Venetian Tenant. The Venetian Lease has an
initial total annual rent of $250.0 million and an initial term of 30 years,
with two ten-year tenant renewal options. The annual rent is subject to
escalation equal to the greater of 2.0% and the increase in the CPI, capped at
3.0%, beginning in the earlier of (i) the beginning of the third lease year, and
(ii) the month following the month in which the net revenue generated by the
Venetian Resort returns to its 2019 level (the year immediately prior to the
onset of the COVID-19 pandemic) on a trailing twelve-month basis.

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In connection with the Venetian Acquisition, we entered into the Venetian PGFA
with the Venetian Tenant. Under the Venetian PGFA, we agreed to provide up to
$1.0 billion for various development and construction projects affecting the
Venetian Resort to be identified by the Venetian Tenant and that satisfy certain
criteria more particularly set forth in the Venetian PGFA, in consideration of
additional incremental rent to be paid by the Venetian Tenant under the Venetian
Lease and calculated in accordance with a formula set forth in the Venetian
PGFA.

In addition, LVS agreed with the Venetian Tenant pursuant to the Contingent
Lease Support Agreement entered into simultaneously with the closing of the
Venetian Acquisition to provide lease payment support designed to guarantee the
Venetian Tenant's rent obligations under the Venetian Lease through 2023,
subject to early termination if EBITDAR (as defined in such agreement) generated
by the Venetian Resort in 2022 equals or exceeds $550.0 million, or a tenant
change of control occurs. We are a third-party beneficiary of the Contingent
Lease Support Agreement and have certain enforcement rights pursuant thereto.
The Contingent Lease Support Agreement is limited to coverage of the Venetian
Tenant's rent obligations and does not cover any environmental expenses,
litigation claims, or any cure or enforcement costs. The obligations of the
Venetian Tenant under the Venetian Lease are not guaranteed by Apollo or any of
its affiliates. After the termination of the Contingent Lease Support Agreement,
the Venetian Tenant will be required to provide a letter of credit to secure
seven and one-half months of the rent, real estate taxes and assessments and
insurance obligations of the Venetian Tenant if the operating results from the
Venetian Resort do not exceed certain thresholds.

Financing and capital markets activity

•Issuance of Exchange Notes. Subsequent to quarter-end, in connection with the
closing of the MGP Transactions on April 29, 2022, the VICI Issuers issued
$4,110.0 million in aggregate principal amount of Exchange Notes in exchange for
the validly tendered and not validly withdrawn MGP OP Notes pursuant to the
settlement of the Exchange Offers and Consent Solicitations (each, as defined in
  Note 3 - Property Transactions  ). The Exchange Notes were issued with the
same interest rate, maturity date and redemption terms as the corresponding
series of MGP OP Notes. Following the issuance of the Exchange Notes pursuant to
the settlement of the Exchange Offers and Consent Solicitations, $90.0 million
in aggregate principal amount of MGP OP Notes remained outstanding. See   Note 7
- Debt   for additional information.

•Issuance of April 2022 Notes. Subsequent to quarter-end, in connection with the
closing of the MGP Transactions on April 29, 2022, VICI LP issued (i) $500.0
million in aggregate principal amount of 4.375% 2025 Notes, (ii) $1,250.0
million in aggregate principal amount of 4.750% 2028 Notes, (iii) $1,000.0
million in aggregate principal amount of 4.950% 2030 Notes, (iv) $1,500.0
million in aggregate principal amount of 5.125% 2032 Notes, and (v) $750.0
million in aggregate principal amount of 5.625% 2052 Notes, in each case under a
supplemental indenture dated as of April 29, 2022, between VICI LP and the
Trustee (as defined in   Note 7 - Debt  ). We used the net proceeds of the
offering to (i) fund the consideration for the redemption of a majority of the
VICI OP Units received by MGM in the Partnership Merger for $4,404.0 million in
cash in connection with the closing of the MGP Transactions on April 29, 2022,
and (ii) pay down the outstanding $600.0 million balance on our Revolving Credit
Facility. The weighted average interest rate for the senior notes issued in the
April 2022 Notes Offering is 5.00%, and the adjusted weighted average interest
rate, after taking into account the impact of the forward starting interest rate
swaps and treasury locks, is 4.51%.

•Settlement of September 2021 Forward Sale Agreements and March 2021 Forward
Sale Agreements. On February 18, 2022, we physically settled the September 2021
Forward Sale Agreements and the March 2021 Forward Sale Agreements in exchange
for total net proceeds of approximately $3.2 billion, which were used to pay for
a portion of the purchase price of the Venetian Acquisition.

•Entry into New Unsecured Credit Agreement. On February 8, 2022, we entered into
the Credit Facilities pursuant to the Credit Agreement, comprised of (i) the
Revolving Credit Facility in the amount of $2.5 billion scheduled to mature on
March 31, 2026 and (ii) the Delayed Draw Term Loan in the amount of $1.0 billion
scheduled to mature on March 31, 2025. Concurrently, we terminated our Secured
Revolving Credit Facility (including the first priority lien on substantially
all of VICI PropCo's and its existing and subsequently acquired wholly owned
material domestic restricted subsidiaries' material assets) and 2017 Credit
Agreement (as defined in   Note 7 - Debt  ). The Credit Facilities include the
option to increase the revolving loan commitments by up to $1.0 billion in the
aggregate and increase the delayed draw term loan commitments or add one or more
new tranches of term loans by up to $1.0 billion in the aggregate, in each case,
to the extent that any one or more lenders (from the syndicate or otherwise)
agree to provide such additional credit extensions. Borrowings under the Credit
Facilities will bear interest, at VICI LP's option, (i) with respect to the
Revolving Credit Facility, at a rate based on SOFR (including a credit spread
adjustment) plus a margin ranging from 0.775% to 1.325% or a base rate plus a
margin ranging from 0.00% to 0.325%, in each case, with

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the actual margin determined according to VICI LP's debt ratings, and (ii) with
respect to the Delayed Draw Term Loan, at a rate based on SOFR (including a
credit spread adjustment) plus a margin ranging from 0.85% to 1.60% or a base
rate plus a margin ranging from 0.00% to 0.60%, in each case, with the actual
margin determined according to VICI LP's debt ratings. On February 18, 2022, we
drew on the Revolving Credit Facility in the amount of $600.0 million to fund a
portion of the purchase price of the Venetian Acquisition. On April 29, 2022 we
repaid the outstanding balance of the Revolving Credit Facility using the
proceeds from the April 2022 Notes and cash on hand.

•Entry into Forward-Starting Interest Rate Swap Agreements and U.S. Treasury
Rate Locks. From December 2021 through March 2022, we entered into five
forward-starting interest rate swap agreements with third-party financial
institution having an aggregate notional amount of $2,500.0 million.
Additionally, in April 2022, we entered into two U.S. Treasury Rate Lock
agreements with a notional amount of $500.0 million. The interest rate swap
agreements and treasury locks were intended to reduce the variability in the
forecasted interest expense related to the fixed-rate debt we expected to incur
in connection with closing the MGP Transactions. Subsequent to quarter-end, in
connection with the April 2022 Notes offering we settled the outstanding
forward-starting interest rate swaps and treasury locks for net proceeds of
$206.8 million. Since the forward-starting swaps and treasury locks were hedging
the interest rate risk on the April 2022 Notes, the unrealized gain in
Accumulated other comprehensive income will be amortized over the term of the
respective derivative instruments, which matches that of the underlying note, as
a reduction in interest expense.

CURRENT ACTIVITY

•Mirage Severance Lease. On December 13, 2021, in connection with MGM's
agreement to sell the operations of the Mirage Hotel & Casino to Hard Rock, we
agreed to enter into the Mirage Lease, and enter into an amendment to the MGM
Master Lease relating to the sale of the Mirage. The Mirage Lease will have
initial annual base rent of $90.0 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. Upon the closing of the sale of the Mirage, the MGM Master Lease will
be amended to account for MGM's divestiture of the Mirage operations and will
result in a reduction of the initial annual base rent under the MGM Master Lease
by $90.0 million. We expect these transactions to be completed in the second
half of 2022, and they remain subject to customary closing conditions and
regulatory approvals. Additionally, subject to certain conditions, we may fund
up to $1.5 billion of Hard Rock's redevelopment plan for the Mirage through our
Partner Property Growth Fund if Hard Rock elects to seek third-party financing
for such redevelopment. Specific terms of the redevelopment and related funding
remain under discussion and subject to final documentation.

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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,
are shown as separate line items in the Statement of Operations of VICI.

segments

Our real property business and our golf course business represent our two
reportable segments. The real property business segment consists of leased real
property and loan investments and represents the substantial majority of our
business. The golf course business segment, which is a wholly-owned subsidiary
of VICI, consists of four golf courses, with each being operating segments that
are aggregated into one reportable segment. The results of each reportable
segment presented below are consistent with the way our management assesses
these results and allocates resources.

                                                           Three Months Ended March 31,
(In thousands)                                                2022                  2021             Variance
Revenues
Income from sales-type leases                          $       326,735      

$290,146 $36,589

Income from lease financing receivables and loans               72,878             70,377              2,501
Other income                                                     8,386              6,974              1,412
Golf revenues                                                    8,626              6,813              1,813
Total revenues                                                 416,625            374,310             42,315

Operating expenses
General and administrative                                       9,466              8,085              1,381
Depreciation                                                       776                792                (16)
Other expenses                                                   8,386              6,974              1,412
Golf expenses                                                    5,285              4,506                779
Change in allowance for credit losses                           80,820             (4,380)            85,200
Transaction and acquisition expenses                               755              8,721             (7,966)
Total operating expenses                                       105,488             24,698             80,790

Interest expense                                               (68,142)           (77,048)             8,906
Interest income                                                     93                 19                 74

Income before income taxes                                     243,088            272,583            (29,495)
Income tax expense                                                (400)              (484)                84
Net income                                                     242,688            272,099            (29,411)
Less: Net income attributable to non-controlling
interest                                                        (2,305)            (2,298)                (7)

Net income attributable to ordinary shareholders $240,383

$269,801 ($29,418)

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Revenue

For the three months ended March 31, 2022 and 2021, our revenue was comprised of
the following items:

                           Three Months Ended March 31,
(In thousands)                 2022                   2021         Variance
Leasing revenue     $       389,754                $ 350,038      $ 39,716
Income from loans             9,859                   10,485          (626)
Other income                  8,386                    6,974         1,412
Golf revenues                 8,626                    6,813         1,813
   Total revenues   $       416,625                $ 374,310      $ 42,315


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)                                              2022                  2021             Variance
Income from sales-type leases                        $       326,735        

$290,146 $36,589

Income from lease financing receivables (1)                   63,019             59,892              3,127
   Total leasing revenue                                     389,754            350,038             39,716
Non-cash adjustment (2)                                      (35,553)           (27,877)            (7,676)
   Total contractual leasing revenue                 $       354,201          $ 322,161          $  32,040

____________________

(1) Represents the Harrah's Original Call Properties and the JACK
Cleveland/Thistledown Lease, both 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
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 $39.7 million during the three months ended March 31, 2022,
compared to the three months ended March 31, 2021. Total contractual leasing
revenue increased $32.0 million during the three months ended March 31, 2022,
compared to the three months ended March 31, 2021. The increase was primarily
driven by the addition of the Venetian Lease to our portfolio in February of
2022 as well as the annual escalators from our Leases.

Loan income

Income from loans decreased $0.6 million during the three months ended March 31,
2022, compared to the three months ended March 31, 2021. The decrease was driven
by repayment of the $70.0 million ROV term loan with JACK Entertainment in
October 2021, partially offset by the addition of the Great Wolf Mezzanine Loan
to our real estate investment portfolio in June 2021.

Other income

Other income increased $1.4 million during the three months ended March 31, 2022
compared to the three months ended March 31, 2021, 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. 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.

Golf revenue

Revenues from VICI's golf operations increased $1.8 million during the three
months ended March 31, 2022, compared to the three months ended March 31, 2021.
The change was primarily driven by an increase in rounds played at the golf
courses and an increase in the contractual fees paid to us by Caesars for the
use of our golf courses, pursuant to a golf course use agreement.


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Functionnary costs

For the three months ended March 31, 2022 and 2021, our operating expenses consisted of the following:

                                                        Three Months Ended March 31,
(In thousands)                                            2022                2021             Variance
General and administrative                            $    9,466          $   8,085          $   1,381
Depreciation                                                 776                792                (16)
Other expenses                                             8,386              6,974              1,412
Golf expenses                                              5,285              4,506                779
Change in allowance for credit losses                     80,820             (4,380)            85,200
Transaction and acquisition expenses                         755              8,721             (7,966)
   Total operating expenses                           $  105,488          $  24,698          $  80,790

General and administrative expenses

General and administrative expenses increased $1.4 million for the three months
ended March 31, 2022, as compared to the three months ended March 31, 2021. The
increase was primarily driven by an increase in compensation, including
stock-based compensation.

Other expenses

Other expenses increased $1.4 million during the three months ended March 31,
2022 compared to the three months ended March 31, 2021, 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. 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.

Golf fees

Expenses from golf operations for VICI increased $0.8 million during the three
months ended March 31, 2022, compared to the three months ended March 31, 2021.
The change was primarily driven by an increase in rounds of golf played across
our golf courses.

Change in allowance for credit losses

Under ASU No. 2016-13 - Financial Instruments-Credit Losses (Topic 326), we are
required to record an estimated credit loss for our (i) Investments in leases -
sales-type, (ii) Investments in leases - financing receivables and (iii)
Investments in loans. During the three months ended March 31, 2022, we
recognized a $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 the Venetian PGFA 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 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 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.

During the three months ended March 31, 2021, we recognized a $4.4 million
decrease in our allowance for credit losses primarily driven by the decrease in
the R&S Period PD of our tenants and their parent guarantors as a result of an
improvement in their economic outlook due to the reopening of a majority of
their gaming operations and relative performance of such operations during the
first quarter of 2021.

Transaction and acquisition costs

Transaction and acquisition expenses decreased $8.0 million during the three
months ended March 31, 2022 compared to the three months ended March 31, 2021.
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.

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Non-operating income and expenses

For the three months ended March 31, 2022 and 2021, our non-operating income and expenses included the following:

(In thousands)        2022           2021         Variance
Interest expense   $ (68,142)     $ (77,048)     $  8,906
Interest income           93             19            74


Interest Expense

Interest expense decreased $8.9 million during the three months ended March 31,
2022, as compared to the three months ended March 31, 2021. The decrease during
the three months ended March 31, 2022 was primarily related to the full
repayment of the Term Loan B Facility and termination of interest rate swap
agreements in September 2021, partially offset by (i) the amortization of the
commitment fees associated with the Venetian Acquisition Bridge Facility and the
MGP Transactions Bridge Facility (ii) the commitment fees on the Revolving
Credit Facility and Delayed Draw Term Loan and (iii) additional interest on the
$600.0 million draw on the Revolving Credit Facility.

Additionally, the weighted average annualized interest rate on our debt decreased to 3.97% in the three months ended March 31, 20224.05% in the three months ended March 31, 2021due to a lower effective interest rate on $600.0 million outstanding under the revolving credit facility for a portion of the time during the three months ended March 31, 2022
compared to the $600.0 million uncovered portion of term loan facility B outstanding during the three months ended March 31, 2021.

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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 and (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.

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 non-recurring non-cash transactions 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 AFFO contractual interest expense and interest income (collectively, interest expense, net) and income tax expense.

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.

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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)               2022                    2021
Net income attributable to common stockholders              $       240,383          $      269,801
Real estate depreciation                                                  -                       -
FFO                                                                 240,383                 269,801
Non-cash leasing and financing adjustments                          (35,564)                (27,852)
Non-cash change in allowance for credit losses                       80,820                  (4,380)
Non-cash stock-based compensation                                     2,630                   2,277
Transaction and acquisition expenses                                    755                   8,721
Amortization of debt issuance costs and original issue
discount                                                             15,977                   6,691
Other depreciation                                                      746                     760
Capital expenditures                                                   (454)                 (1,233)

Non-cash adjustments attributable to non-controlling
interest                                                                202                     227
AFFO                                                                305,495                 255,012
Interest expense, net                                                52,072                  70,338
Income tax expense                                                      400                     484
Adjusted EBITDA                                             $       357,967          $      325,834

Net income per common share
Basic                                                       $          0.35          $         0.50
Diluted                                                     $          0.35          $         0.50
FFO per common share
   Basic                                                    $          0.35          $         0.50
Diluted                                                     $          0.35          $         0.50
AFFO per common share
Basic                                                       $          0.45          $         0.48
Diluted                                                     $          0.44          $         0.47
Weighted average number of shares of common stock outstanding
   Basic                                                        684,341,045             536,480,505
   Diluted                                                      687,914,683             544,801,802


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CASH AND CAPITAL RESOURCES

Liquidity

From March 31, 2022our available cash balances, our capacity under our revolving credit facility and our deferred draw term loan were as follows:

(In thousands)                                   March 31, 2022
Cash and cash equivalents                       $       568,702

Capacity under the revolving credit facility (1) 1,900,000 Capacity under the deferred draw term loan (1)

             1,000,000
Total                                           $     3,468,702


____________________

(1)In addition, the Credit Facilities include the option to increase the
revolving loan commitments by up to $1.0 billion and increase the Delayed Draw
Term Loan commitments or add one or more new tranches of term loans by up to
$1.0 billion in the aggregate, in each case, to the extent that any one or more
lenders (from the syndicate or otherwise) agree to provide such additional
credit extensions.

We believe that we have sufficient liquidity to meet our material cash
requirements, including our contractual obligations 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 Delayed Draw Term Loan and undrawn capacity
under our Revolving Credit Facility, and proceeds from future issuances of debt
and equity securities (including issuances under our ATM Agreement) 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. However, the
COVID-19 pandemic has adversely impacted our tenants and their financial
condition, and may continue to do so, due to the impact of operating
restrictions and limitations imposed from time to time, as well as potential
property reclosures. 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 2025. 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,
2021  .

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 COVID-19 pandemic. In
particular, in connection with the COVID-19 pandemic and its impact on our
tenants' operations and financial performance, 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. In addition, any such tenant
default or failure to make full rental payments could impact our operating
performance and result in us not satisfying the financial covenants applicable
to our outstanding indebtedness, which could result in us not being able to
incur additional debt, or result in a default. Further, current or future
economic conditions could impact our tenants' ability to meet capital
improvement requirements or other obligations required in our Lease Agreements
that could result in a decrease in the value of our properties.

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, uncertainties related to COVID-19 and the
impact of our response and our tenants' responses to COVID-19, general economic
conditions, general market conditions for REITs, market perceptions and the
trading price of our stock. We will continue to analyze which sources of capital
are most advantageous to us at any particular point in time, but the capital
markets may not be consistently available on terms we deem attractive, or at
all.

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Material Cash Requirements

Contractual Obligations

Our short-term obligations consist primarily of regular interest payments on our
debt obligations, dividends to our common stockholders, normal recurring
operating expenses, recurring expenditures for corporate and administrative
needs, certain lease and other contractual commitments related to our golf
operations and certain non-recurring expenditures. For 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, 2022, we have $5.4 billion of debt obligations
outstanding, none of which are maturing in the next twelve months. For a summary
of principal debt balances and their maturity dates and principal terms, refer
to   Note 7 - Debt  . For a summary of our future funding commitments under our
loan portfolio, refer to   Note 4 - Real Estate Portfolio  .

As described in our leases, capital expenditures for properties under the Lease
Agreements are the responsibility of the tenants. Minimum capital expenditure
spending requirements of the tenants 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 and future minimum
lease commitments under operating leases is included in the following table as
of March 31, 2022. 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
                                                                                                                                                                 2026 and
(In thousands)                                           Total              2022 (remaining)             2023               2024               2025             Thereafter

Long-term debt, capital

                  November 2019 Notes(1)
                  2026 Maturity                      $ 1,250,000          $               -          $       -          $       -          $       -          $  1,250,000
                  2029 Maturity                        1,000,000                          -                  -                  -                  -             1,000,000
                  February 2020 Notes(1)
                  2025 Maturity                          750,000                          -                  -                  -            750,000                     -
                  2027 Maturity                          750,000                          -                  -                  -                  -               750,000
                  2030 Maturity                        1,000,000                          -                  -                  -                  -             1,000,000
                  Revolving Credit Facility
                  (2)                                    600,000                          -                  -                  -                  -               600,000
Scheduled interest payments (3)                        1,324,114                    163,822            218,753            219,080            205,889               516,570
Total debt contractual obligations                     6,674,114                    163,822            218,753            219,080            955,889    

5,116,570

Leases and contracts

                  Future funding commitments -
                  loan investments and lease
                  agreements(4)                           45,327                     30,327                  -                  -                  -                15,000
                  Operating lease for Cascata
                  Golf Course Land                        18,579                        714                970                990              1,009                14,895
                  Golf maintenance contract
                  for Rio Secco and Cascata
                  Golf Course                              6,043                      2,590              3,453                  -                  -                     -
                  Office leases                            7,489                        697                857                857                899                 4,179
Total leases and contract obligations                     77,438                     34,327              5,280              1,847              1,908                34,075

Total contractual commitments                        $ 6,751,552          $         198,149          $ 224,034          $ 220,927          $ 957,797          $  5,150,645


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________________________________________

(1) The 2025 Notes, 2026 Notes, 2027 Notes, 2029 Notes and 2030 Notes will
mature on February 15, 2025, December 1, 2026, February 15, 2027, December 1,
2029 and August 15, 2030, respectively.
(2) On February 8, 2022, we entered into the Credit Agreement providing for the
Credit Facilities, comprised of the Revolving Credit Facility in the amount of
$2.5 billion and the Delayed Draw Term Loan in the amount of $1.0 billion, and
concurrently terminated our Secured Revolving Credit Facility (including the
first priority lien on substantially all of VICI PropCo's and its existing and
subsequently acquired wholly owned material domestic restricted subsidiaries'
material assets) and 2017 Credit Agreement. Refer to   Note 7 - Debt   for
further information regarding the Credit Agreement.
(3) Subsequent to quarter end, on April 29, 2022, in connection with the closing
of the MGP Transactions, we issued the April 2022 Notes, the Exchange Notes and
assumed the MGP OP Notes, each as further described in   Note 7 - Debt  . The
April 2022 Notes, Exchange Notes and MGP OP Notes all provide for fixed interest
rates and will add approximately $456.3 million in annual interest expense.
(4) The allocation of our future funding commitments is based on the
construction draw schedule, commitment funding date or expiration date, as
applicable, however we may be obligated to fund these commitments earlier than
such date.

Additional funding needs

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.

Cash flow analysis

The table below summarizes our cash flows for the three months ended March 31,
2022 and 2021:

                                                             Three Months Ended March 31,
(In thousands)                                                 2022                   2021               Variance

Cash, cash equivalents and restricted cash

          Provided by operating activities              $       298,173          $   155,726          $    142,447
          (Used in) provided by investing activities         (4,028,245)              32,409            (4,060,654)
          Provided by (used in) financing activities          3,559,160             (181,598)            3,740,758
          Net (decrease) increase in cash, cash
          equivalents and restricted cash                      (170,912)               6,537              (177,449)
          Cash, cash equivalents and restricted cash,
          beginning of period                                   739,614              315,993               423,621
          Cash, cash equivalents and restricted cash,
          end of period                                 $       568,702          $   322,530          $    246,172

Cash flow from operating activities

Net cash provided by operating activities increased $142.4 million for the three
months ended March 31, 2022 compared with the three months ended March 31, 2021.
The increase is primarily driven by an increase in cash rental from the addition
of the Venetian Lease to our real estate portfolio in February 2022 and the
annual escalators on our Lease Agreements.

Cash flow from investing activities

Net cash used in investing activities increased $4,060.7 million for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

In the three months ended March 31, 2022the main sources and uses of cash flow from investing activities included:

• Payments for the acquisition of Venetian for a total cost of $4,012.1 millionincluding acquisition costs;

• Payments to fund part of the Greater Wolf Ready Mezzanine in an amount of
$15.6 million; and

In the three months ended March 31, 2021the main sources and uses of cash flow from investing activities include:

• Product of net maturities of short-term investments of $20.0 million;

• Proceeds from the partial repayment of the amended and restated ROV loan of $20.0 million; and

• Final payment for the financing of a new gaming terrace at the JACK Thistledown Racino in $6.0 million.

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Cash flow from financing activities

Net cash provided by financing activities increased $3,740.8 million for the
three months ended March 31, 2022, compared with the three months ended March
31, 2021.

In the three months ended March 31, 2022the main sources and uses of cash in 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 issue costs of $27.3 million;

• Purchase of shares for withholding tax as part of the acquisition of stock-based compensation for employees of $2.7 million; and

•Distribution of $2.1 million non-controlling interest.

In the three months ended March 31, 2021the main sources and uses of cash from financing activities included:

• Dividend payments of $178.0 million;

•Distribution of $2.1 million non-controlling interests; and

• Purchase of shares for withholding tax as part of the acquisition of stock-based compensation for employees of $1.5 million.

Debt

For a summary of our debt obligations at March 31, 2022refer to Note 7 – Indebtedness.

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, 2022, we were in
compliance with all debt-related covenants.

Distributor 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, 2022 and 2021 were as follows:

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


                                                 Three Months Ended March 31, 2021
  Declaration Date              Record Date                Payment Date                      Period                     Dividend
                                                                                   January 1, 2021 - March 31,
   March 11, 2021             March 25, 2021               April 8, 2021                      2021                   $    0.3300


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.

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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.

Significant 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,
202    1   and VICI LP's Management's Discussion and Analysis of Financial
Condition and Results of Operations included as an   exhibit to the Current
Report on Form 8-K filed on     April     18    , 2022  . There have been no
significant changes in our critical policies and estimates for the three months
ended March 31, 2022.

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