Real Estate Portfolio | Real Estate Portfolio As of March 31, 2019, our real estate portfolio consisted of the following: • Investments in direct financing and sales-type leases, representing our investment in 22 casino assets leased on a triple net basis to our tenants, Caesars and Penn National, under five separate lease agreements; • Investments in operating leases, representing the portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement; and • Land, representing our investment in the Eastside Property and certain non-operating, vacant land parcels contained in the Non-CPLV Lease Agreement. The following is a summary of the balances of our real estate portfolio as of March 31, 2019 and December 31, 2018 : (In thousands) March 31, 2019 December 31, 2018 Minimum lease payments receivable under direct financing and sales-type leases (1) $ 27,906,577 $ 27,285,943 Estimated residual values of leased property (not guaranteed) 2,170,076 2,135,312 Gross investment in direct financing and sales-type leases 30,076,653 29,421,255 Unamortized initial direct costs 29,004 22,822 Less: Unearned income (20,919,513 ) (20,528,030 ) Investment in direct financing and sales-type leases, net 9,186,144 8,916,047 Investment in operating leases 1,086,658 1,086,658 Total Investments in leases, net 10,272,802 10,002,705 Land 94,711 95,789 Total Real estate portfolio $ 10,367,513 $ 10,098,494 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. The following table details the components of our income from direct financing, sales-type and operating leases: (In thousands) Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Income from direct financing and sales-type leases $ 195,750 $ 182,036 Income from operating leases (1) 10,913 12,209 Total lease revenue 206,663 194,245 Less: Direct financing and sales-type lease adjustment (2) (2,512 ) (12,914 ) Total contractual lease revenue $ 204,151 $ 181,331 ____________________ (1) Represents portion of land separately classified and accounted for under the operating lease model associated with our investment in Caesars Palace Las Vegas and certain operating land parcels contained in the Non-CPLV Lease Agreement. (2) Amounts represent the non-cash adjustment to income from direct financing and sales-type leases in order to recognize income on an effective interest basis at a constant rate of return over the term of the leases. At March 31, 2019 , minimum lease payments owed to us for each of the five succeeding years under direct financing, sales-type and operating leases are as follows: (In thousands) Minimum Lease Payments (1) 2019 (remaining) $ 614,455 2020 830,483 2021 842,488 2022 855,122 2023 869,242 2024 881,204 Thereafter 24,479,605 Total $ 29,372,599 ____________________ (1) Minimum lease payments do not include contingent rent, as discussed below, that may be received under the Lease Agreements. The weighted average remaining lease term, including renewal options, for our direct financing, sales-type and operating leases at March 31, 2019 was 33.6 years. Lease Provisions Caesars Lease Agreements - Overview The following is a summary of the material lease provisions of our Caesars Lease Agreements: ($ In thousands) Lease Provision (1) Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Initial Term 15 years 15 years 15 years Renewal Terms Four, five-year terms Four, five-year terms Four, five-year terms Initial Base Rent (2) $493,925 $200,000 $87,400 Current Base Rent (3) $501,019 $204,358 $88,274 Escalator commencement Lease year two Lease year two Lease year two Escalator (4) Lease years 2-5 - 1.5% Lease Years 6-15 - Consumer price index subject to 2% floor Consumer price index subject to 2% floor Lease years 2-5 - 1% Lease Years 6-15 - Consumer price index subject to 2% floor EBITDAR to Rent Ratio floor (5) 1.2x commencing lease year 8 1.7x commencing lease year 8 1.6x commencing lease year 6 Variable Rent commencement/reset Lease years 8 and 11 Lease years 8 and 11 Lease years 8 and 11 Variable Rent split (6) Lease years 8-10 - 70% Base Rent and 30% Variable Rent Lease years 11-15- 80% Base Rent and 20% Variable Rent 80% Base rent and 20% Variable rent 80% Base rent and 20% Variable rent Variable Rent percentage (6) 4% 4% 4% ____________________ (1) All capitalized terms used without definition herein have the meanings detailed in the applicable Caesars Lease Agreements. (2) Reflects the addition of $21.0 million and $35.0 million per annum under the Non-CPLV Lease and the CPLV Lease, respectively, to incorporate the base rent for Harrah’s Philadelphia and Octavius Tower, respectively. The additional $35.0 million of rent for Octavius Tower is not subject to the Escalator. (3) In relation to the Non-CPLV Lease Agreement, Joliet Lease Agreement and CPLV Lease Agreement, the amount represents the current annual base rent payable for the current lease year which is the period from November 1, 2018 through October 31, 2019. In relation to the HLV Lease Agreement the amount represents current annual base rent payable for the current lease year which is the period from January 1, 2019 through December 31, 2019. (4) Any amounts representing rents in excess of the CPI floors specified above are considered contingent rent in accordance with GAAP. No such rent has been recognized for the three months ended March 31, 2019 . (5) In the event that the EBITDAR to Rent Ratio coverage is below the stated floor, the Escalator of the respective Caesars Lease Agreements will be reduced to such amount to achieve the stated EBITDAR to Rent Ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to Rent Ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. (6) Variable Rent is not subject to the Escalator and is calculated as an increase or decrease of Net Revenues, as defined in the Caesars Lease Agreements, multiplied by the Variable Rent percentage. Margaritaville Lease Agreement - Overview On January 2, 2019, we completed the previously announced transaction to acquire the Margaritaville Resort Casino. The following is a summary of the material lease provisions of our lease with a subsidiary of Penn National which commenced on January 2, 2019, the date of acquisition: ($ In thousands) Lease Provision Term Initial term 15 years Renewal terms Four, five-year terms Building base rent $17,200 Escalation commencement Lease in year two Escalation 2% of Building Base rent, subject to the EBITDAR to rent ratio floor EBITDAR to rent ratio floor (1) 1.9x commencing lease year two Land base rent (2) $3,000 Percentage rent (3) $3,000 (fixed for lease year one and two) Percentage rent reset Lease year three and each and every other lease year thereafter Percentage rent multiplier The product of (i) 4% and (ii) the excess (if any) of (a) the average annual net revenue of a trailing two-year period preceding such reset year over (b) a threshold amount (defined as 50% of LTM net revenues prior to acquisition) Total current rent (4) $23,200 ____________________ (1) In the event that the EBITDAR to rent ratio coverage is below the stated floor, the escalation will be reduced to such amount to achieve the stated EBITDAR to rent ratio coverage, provided that the amount shall never result in a decrease to the prior year’s rent. The EBITDAR to rent ratio floor is conditioned upon obtaining a favorable private letter ruling from the Internal Revenue Service. (2) Land base rent is not subject to escalation. (3) Percentage rent is subject to the percentage rent multiplier. (4) The amount represents current annual base rent payable for the current lease year which is the period from January 2, 2019 through January 31, 2020. Capital Expenditure Requirements We manage our residual asset risk through protective covenants in our Lease Agreements, which require the tenant to, among other things, hold specific insurance coverage, engage in ongoing maintenance of the property and invest in capital improvements. With respect to the capital improvements, the Lease Agreements specify certain minimum amounts that our tenants must spend on capital expenditures that constitute installation, restoration and repair or other improvements of items with respect to the leased properties. The following table summarizes the capital expenditure requirements of our tenants under the Lease Agreements: Provision Non-CPLV Lease Agreement and Joliet Lease Agreement CPLV Lease Agreement HLV Lease Agreement Margaritaville Lease Agreement Yearly minimum expenditure 1% of net revenues (1) 1% of net revenues (1) 1% of net revenues commencing in 2022 1% of net revenues based on four-year average Rolling three-year minimum (2) $255 million $84 million N/A N/A Initial minimum capital expenditure N/A N/A $171 million (2017 - 2021) N/A ____________________ (1) The lease agreement requires a $100 million floor on annual capital expenditures for CPLV, Joliet and Non-CPLV in the aggregate. Additionally, annual building & improvement capital improvements must be equal to or greater than 1% of prior year net revenues. (2) CEOC is required to spend $350 million on capital expenditures over a rolling three -year period, with $255 million allocated to Non-CPLV, $84 million allocated to CPLV and the remaining balance of $11 million to facilities covered by any Formation Lease Agreement in such proportion as CEOC may elect. Additionally, CEOC is required to expend a minimum of $495 million across certain of its affiliates and other assets, together with the $350 million |