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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________________________________________________

FORM 10-K

____________________________________________________________


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 033-80655

____________________________________________________________

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

____________________________________________________________


Not Applicable						06-1436334
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One Mohegan Sun Boulevard, Uncasville, CT						06382
(Address of principal executive offices)						(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

____________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒*

* The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months had it been subject to such filing requirements.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-K

		PageNumber
Cautionary Note Regarding Forward-Looking Statements		1
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	1514
Item 1B.	Unresolved Staff Comments	2423
Item 2.	Properties	2524
Item 3.	Legal Proceedings	2524
Item 4.	Mine Safety Disclosures	2524
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2625
Item 6.	Reserved	2625
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2725
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3432
Item 8.	Financial Statements and Supplementary Data	3433
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3564
Item 9A.	Controls and Procedures	3564
Item 9B.	Other Information	3665
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3665
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3766
Item 11.	Executive Compensation	3968
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4473
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4473
Item 14.	Principal Accounting Fees and Services	4574
	PART IV
Item 15.	Exhibit and Financial Statement Schedules	4675
Item 16.	Form 10-K Summary	5079
Signatures		5180
Supplemental Information		5281
Index to Consolidated Financial Statements		F-1
Schedule II—Valuation and Qualifying Accounts and Reserves		S-1

~~References~~In in this Annual Report on Form 10-K, to the words “Company,” ~~are~~“we,” to“our” ~~the Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment~~ and ~~references to the~~ “~~Mohegan Tribe~~us” ~~are~~refer to the Mohegan ~~Tribe~~Tribal ofGaming ~~Indians~~Authority, inclusive of ~~Connecticut.~~its ~~The~~consolidated ~~terms~~subsidiaries, ~~“we”~~unless orotherwise ~~“us”~~stated or ~~“our”~~the ~~refer~~context tootherwise ~~the Company~~requires.

We also refer to: (i) our Consolidated Financial Statements as our “Financial Statements,” (ii) our Consolidated Balance Sheets as our “Balance Sheets” and (iii) our Consolidated Statements of Operations and Comprehensive Income (or Loss) as our “Statements of Operations,” where applicable. Note references are to the notes accompanying our Financial Statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements about future events, including, without limitation, information relating to business development activities, as well as capital spending, financing sources, the effects of regulation, including gaming and tax regulation, and increased competition. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. You should review carefully all of the information in this Annual Report on Form 10-K, including the accompanying ~~consolidated~~Financial ~~financial statements~~Statements.

In addition to the risk factors described under “Part I. Item 1A. Risk Factors,” the following important factors, among others, could affect our future financial condition or results of operations, causing actual results to differ materially from those expressed in the forward-looking statements:

•the COVID-19 pandemic and the related social and economic disruptions;

•the financial performance of our various operations;

•the local, regional, national or global economic climate;

•increased competition, including the expansion of gaming in jurisdictions in which we own or operate gaming facilities;

•our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;

•the continued availability of financing;

•our dependence on existing management;

•our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities;

•changes in federal or state tax laws or the administration of such laws;

•changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations;

•cyber security risks relating to our information technology and other systems or that of our partners or vendors, including misappropriation of ~~patron~~customer information or other breaches of information security;

•changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at our facilities;

•our ability to successfully implement our diversification strategy;

•an act of terrorism;

•our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses;

•~~unfavorable~~a variety of uncontrollable events that could impact our operations, such as health concerns, adverse weather and climate conditions, catastrophic events or natural disasters or international, political or military developments, including social unrest;

•risks associated with operations in foreign jurisdictions such as Canada or South Korea;

•failure by our employees, agents, affiliates, vendors or businesses to comply with applicable laws, rules and regulations, including state gaming laws and regulations and anti-bribery laws such as the United States Foreign Corrupt Practices Act, and similar anti-bribery laws in other jurisdictions; and

•fluctuations in foreign currency exchange rates.

These factors and the other risk factors discussed in this Annual Report on Form 10-K are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of the forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this Annual Report on

Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this Annual Report on Form 10-K. We do not have and do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

PART I

Item 1.Business.

Our Company

WeThe ~~were~~Mohegan Tribal Gaming Authority (the “Company,” “we,” “us” or “our”) was established in July 1995 by the Mohegan Tribe (the “Mohegan Tribe”), a federally-recognized Indian tribe with an approximately 595-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. ~~Under~~We have the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Indian Gaming Regulatory Act of 1988 (“IGRA”), permits federally-recognized Indian tribes ~~are permitted~~ to conduct full-scale casino gaming operations on tribal lands, subject to, ~~among~~certain ~~other things~~conditions, ~~the negotiation of a compact with the affected state. The Mohegan Tribe~~ and the ~~State of Connecticut entered into such a compact, the~~ Mohegan Compact, ~~which~~as ~~was~~amended, ~~approved~~permits by the ~~United~~Mohegan ~~States~~Tribe ~~Secretary~~to ofconduct ~~the~~casino ~~Interior.~~and Wesportsbook ~~were~~operations ~~established~~on asits antribal ~~instrumentality~~lands ofin ~~the~~Uncasville, ~~Mohegan Tribe~~Connecticut, along with ~~the~~online ~~exclusive~~casino ~~authority~~gaming ~~to conduct~~ and ~~regulate~~sports ~~gaming~~wagering ~~activities~~(“iGaming”) ~~for~~in the ~~Mohegan~~state ~~Tribe~~of onConnecticut ~~tribal lands~~ and ~~the~~on ~~non-exclusive~~its ~~authority~~tribal ~~to conduct such activities elsewhere~~lands. We are governed and overseen by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board. Refer to “Mohegan Tribe of Indians of Connecticut” below and Part III. Item 10. Directors, Executive Officers and Corporate Governance to this Annual Report on Form 10-K for additional information.

We have three major business functions. First, we are primarily engaged in the ownership, operation and development of integrated entertainment facilities. In conjunction with the Mohegan Tribe, we also evaluate and pursue various business opportunities in an effort to diversify our revenue base and cash flow streams. These opportunities primarily consist of development, consulting and/or management of, investment in or ownership of, additional gaming and entertainment operations through direct investments, acquisitions, joint venture arrangements and loan or financial/credit support transactions. We currently own two facilities in the United States and operate or manage five other facilities in the United States and Canada. We are also currently developing a facility in South Korea, the Inspire Entertainment Resort located adjacent to the Incheon International Airport (“Inspire Korea”). Second, we have the exclusive authority to direct the operation, management and promotion of gaming enterprises and all related activities for the Mohegan Tribe on tribal lands. Third, we regulate gaming activities for the Mohegan Tribe on tribal lands. Our Management Board has appointed an independent Director of Regulation who is responsible for the regulation of gaming activities at Mohegan Sun and on its tribal lands.

Refer to “Mohegan Tribe of Indians of Connecticut” below and Part III. Item 10. Directors, Executive Officers and Corporate Governance to this Annual Report on Form 10-K for additional information.

Our principal executive office and mailing address is One Mohegan Sun Boulevard, Uncasville, CT 06382. Our telephone number is (860) 862-8000. Our corporate website address is www.mohegangaming.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as well as any other information filed or furnished pursuant to Section 13(a) or 15(d) under the Exchange Act, are made available free of charge on our corporate website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. We intend to use our corporate website as a regular means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission. Such disclosures will be included on our corporate website under the headings “News” or “Financial Information.” Any updates to the list of social media channels we use to announce material information will be posted on the “News” or “Financial Information” pages of our corporate website. Accordingly, investors should monitor such portions of our corporate website and social media channels, in addition to following our press releases, Securities and Exchange Commission filings, public conference calls and webcasts.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and the United States federal government declared it a national emergency. The spread of COVID-19 has affected most segments of the global economy, including our operations. In March 2020, we temporarily suspended operations at our ~~North~~properties ~~American~~in ~~owned,~~the ~~operated~~United States and ~~managed~~Canada ~~properties~~ to ensure the health and safety of our employees, ~~guests~~customers and the surrounding communities in which we operate, consistent with directives from various ~~government~~governmental bodies. ~~Following~~All ~~these~~of ~~closures, we reopened~~ our properties ~~as follows: (i) ilani Casino Resort~~ in ~~May~~the ~~2020,~~United ~~(ii)~~States ~~Mohegan~~were ~~Sun~~reopened inby ~~June~~ July 2020,. ~~(iii)~~Our ~~Mohegan~~properties ~~Sun Pocono~~ in ~~June~~Canada ~~2020,~~reopened ~~(iv) Resorts Casino Hotel~~ in July ~~2020 and (v) the MGE Niagara Resorts in July~~ 2021., ~~Mohegan~~but ~~Sun~~were ~~Pocono was again~~ temporarily closed again from ~~December~~January 125, ~~2020,~~2022 through January 3 30, ~~2021~~ 2022, due to a resurgence of COVID-19 at that time. ~~In addition, the initial opening of Mohegan Sun Las Vegas was delayed until March 2021.~~

While we are operating at full capacity as of the filing of this Annual Report on Form 10-K, COVID-19 has had a significant impact on our operations, the full extent of which depends on future developments which are highly uncertain and cannot be predicted with confidence. Such developments include the following:

•the duration of COVID-19 or the extent of any resurgence or variants of COVID-19 in areas where we operate or where our customers are located;

~~•the manner in which our guests, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures taken by us;~~3

•the manner in which our customers, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures we implemented;

•new information that may emerge concerning the severity of COVID-19 and the actions to contain or treat it;

•general, local or national economic conditions; and

•consumer confidence.

Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our future financial condition, results of operations and cash flows.

Strategy

Our overall strategy is to: (i) drive incremental profit through gaming and non-gaming initiatives, most notably the enhancement of entertainment amenities at our existing integrated resorts and in our core markets; (ii) diversify our business interests within the integrated resort and entertainment industry, both domestically and internationally; and (iii) enhance our credit profile by reducing leverage through improved operational efficiency, increased financial discipline and high return investments, as well as revenue diversification efforts.

Domestically, we developed Mohegan Sun into a full-scale entertainment and destination resort, and we further strengthened our presence in the Northeastern United States gaming market with the acquisition of Mohegan ~~Sun Pocono~~Pennsylvania. Our domestic gaming portfolio also includes the development and management of ilani Casino Resort, the management of Resorts Casino Hotel and the operation of Mohegan ~~Sun~~Casino Las Vegas. WeIn ~~have~~addition, ~~also~~we have taken significant steps in our diversification efforts internationally with the acquisition of the ~~MGE~~ Niagara Resorts and the current development of anInspire ~~integrated~~Korea. ~~resort~~We ~~and~~also ~~casino~~recently ~~project~~launched our new Mohegan Digital division (“Mohegan Digital”) to beprovide ~~located~~iGaming ~~adjacent~~solutions to our customers and to capitalize on the ~~Incheon~~growth ~~International~~and ~~Airport~~expansion inof ~~South~~the ~~Korea~~iGaming ~~(“Project~~industry, ~~Inspire”)~~both domestically and internationally.

Our Properties

In June 2021, we launched our new Mohegan Digital division (“Mohegan Digital”) to provide online casino gaming and sports wagering (“iGaming”) solutions to our patrons and to capitalize on the growth and expansion of the iGaming industry, both domestically and internationally. On September 30, 2021, we launched a retail sportsbook at Mohegan Sun, which is accessible to residents and visitors in the state of Connecticut. On October 12, 2021, we commenced iGaming in the state of Connecticut.


Property	Location	Opening Year	Casino Square Footage	Slot Machines	Table Games	Hotel Rooms	Food & Beverage and Retail Outlets	Primary Entertainment Venue (Seats)
Owned
Mohegan Sun	Uncasville, CT	1996	310,000	3,650	250	1,562	83	10,000
Mohegan Pennsylvania	Wilkes-Barre, PA	2006	95,000	1,700	65	237	18	1,500
Inspire Korea (1)	Incheon, South Korea	2023	260,000	700	150	1,275	70	15,000
Operated/Managed
Fallsview Casino Resort	Niagara Falls, ON	2004	160,000	3,500	120	372	41	5,000
Casino Niagara	Niagara Falls, ON	1996	70,000	1,400	30	N.A.	2	N.A.
Mohegan Casino Las Vegas	Las Vegas, NV	2021	60,000	600	45	1,504	22	4,500
ilani Casino Resort	La Center, WA	2017	110,000	2,750	75	N.A.	15	2,550
Resorts Casino Hotel (2)	Atlantic City, NJ	1978	80,000	1,350	75	942	22	1,250
			1,145,000	15,650	810	5,892	273	39,800

Property	Location	Opening Year	Casino Square Footage	Slot Machines	Table Games	Hotel Rooms	Food & Beverage and Retail Outlets	Primary Entertainment Venue (Seats)
Owned
Mohegan Sun	Uncasville, CT	1996	300,000	3,850	235	1,560	76	10,000
Mohegan Sun Pocono	Wilkes-Barre, PA	2006	95,000	1,700	65	240	15	1,500
Project Inspire (1)	Incheon, South Korea	2023	260,000	700	150	1,275	70	15,000
Operated/Managed
Niagara Fallsview Casino Resort	Niagara Falls, ON	2004	160,000	3,550	145	370	33	5,000
Casino Niagara	Niagara Falls, ON	1996	70,000	1,450	45	N.A.	4	N.A.
Mohegan Sun Casino Las Vegas	Las Vegas, NV	2021	60,000	600	45	1,500	22	4,500
ilani Casino Resort	La Center, WA	2017	110,000	2,750	75	N.A.	15	2,550
Resorts Casino Hotel (2)	Atlantic City, NJ	1978	80,000	1,400	70	940	22	1,250
			1,135,000	16,000	830	5,885	257	39,800

_________

(1) Estimated.

(2)10% ownership.

N.A. Not Applicable.

Mohegan Sun

Mohegan Sun is located on an approximately 196-acre site on the Mohegan Tribe's reservation overlooking the Thames River with direct access from Interstate 395 and Connecticut Route 2A. Mohegan Sun is approximately 125 miles from New York City, New York, and approximately 100 miles from Boston, Massachusetts. The facility is one of two authorized gaming and entertainment facilities in the state of Connecticut and competes primarily with gaming operations in Massachusetts, Rhode Island and New York.

Mohegan ~~Sun Pocono~~Pennsylvania

Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ is located on an approximately 400-acre site in ~~Plains Township~~Wilkes-Barre, Pennsylvania, and features live harness racing. The facility is located off of Interstate 81 and is approximately eight miles from the Wilkes-Barre/Scranton International Airport. Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ is one of 1216 gaming and entertainment facilities ~~operating~~ in the state of Pennsylvania and competes primarily with facilities in Bethlehem and Mount Pocono.

Inspire Korea

In February 2016, we were awarded pre-approval for a gaming license to be issued upon completion of the construction of Inspire Korea in South Korea. This license would permit gaming only by holders of non-Korean passports. In August 2016, we

~~MGE~~entered ~~Niagara~~into ~~Resorts~~an agreement with the Incheon International Airport Authority for the long-term lease and development of approximately 4.4 million square meters of land located directly adjacent to Terminal 2 of the Incheon International Airport. The integrated entertainment resort phase of Inspire Korea is planned to open in late 2023, with the casino anticipated to open in January 2024. Inspire Korea will compete primarily with another casino resort located in Incheon and several other smaller casino-only operations located in downtown Seoul.

~~We operate the MGE~~ Niagara Resorts under a Casino Operating and Services Agreement (the “Casino Operating and Services Agreement”). The MGE Niagara Resorts include the Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada. The Niagara Fallsview Casino Resort, which overlooks the iconic Horseshoe Falls, and Casino Niagara are the only two gaming and entertainment facilities in Niagara Falls, Canada. The MGE Niagara Resorts compete with facilities in Toronto, Ontario and Niagara Falls, New York.

~~Mohegan~~We ~~Sun~~operate ~~Las~~the ~~Vegas~~Niagara Resorts under a Casino Operating and Services Agreement. The Niagara Resorts include Fallsview Casino Resort, Casino Niagara and the OLG Stage at Fallsview Casino, all in Niagara Falls, Canada. Fallsview Casino Resort, which overlooks the iconic Horseshoe Falls, and Casino Niagara are the only two gaming and entertainment facilities in Niagara Falls, Canada. The Niagara Resorts compete primarily with facilities in Toronto, Ontario and Niagara Falls, New York.

~~We operate~~ Mohegan ~~Sun~~Casino Las Vegas, a more than 60,000-square-foot gaming facility at Virgin Hotels Las Vegas, in Las Vegas, Nevada. The integrated resort, including Mohegan Sun Las Vegas, competes primarily with resorts and casinos in Las Vegas.

We operate Mohegan Casino Las Vegas, a more than 60,000-square-foot gaming facility at Virgin Hotels Las Vegas, in Las Vegas, Nevada. The integrated resort, including Mohegan Casino Las Vegas, competes primarily with resorts and casinos in Las Vegas.

ilani Casino Resort

We developed and currently ~~manage~~operate ilani Casino Resort in Clark County, Washington, a gaming and entertainment facility owned by the federally-recognized Cowlitz Indian Tribe and the Cowlitz Tribal Gaming Authority. ilani Casino Resort is located 45approximately ~~minutes~~16 ~~outside~~miles north of ~~the rapidly expanding~~ Portland, ~~Oregon~~with ~~region~~direct onaccess to Interstate 5.

Resorts Casino Hotel

We manage Resorts Casino Hotel and own 10% of the casino's holding company and its subsidiaries, including those conducting or licensing iGaming and retail sports wagering in the state of New Jersey. Resorts Casino Hotel, the first casino hotel in Atlantic City, New Jersey, opened in 1978, becoming the first legal casino outside of the state of Nevada. Resorts Casino Hotel is one of nine casinos operating in Atlantic City and competes primarily with resorts and casinos in Atlantic City, New Jersey, Pennsylvania and New York.

Project Inspire

In February 2016, we were awarded pre-approval for a foreigner-only gaming license to be issued upon completion of the construction of Project Inspire in South Korea. In August 2016, we entered into an agreement with the Incheon International Airport Authority for the long-term lease and development of approximately 4.4 million square meters of land located directly adjacent to Terminal 2 of the Incheon International Airport. The integrated resort phase of Project Inspire is planned to open in late 2023. Project Inspire will compete with another casino resort located in Incheon and several other smaller casino-only operations located in downtown Seoul.

Inspire Athens

In October 2020, a consortium among two of our wholly-owned unrestricted subsidiaries and GEK Terna Holding Real Estate Construction S.A. (“GEK Terna”) of Greece was selected by the Hellenic Gaming Commission (the “HGC”) as the provisional contractor to develop an integrated resort and casino in Greece. Subsequently, we conducted a comprehensive review of our operations and future commitments against the new backdrop created by COVID-19 and concluded that we would not continue to pursue the concession rights for this project. Accordingly, on September 17, 2021, through our wholly-owned unrestricted subsidiaries, we transferred all of our equity ownership in the project to GEK Terna, which was previously the minority investor in the project. We and GEK Terna coordinated the equity transfer with the requisite government officials in Greece, including approval by the HGC on October 22, 2021. The final transfer of the consortium’s reliance on our technical and professional capacity and experience in the development and operation of integrated resort casinos remains pending, along with other administrative procedures for final governmental and regulatory review.

Seasonality

The gaming markets in the Northeastern United States and Niagara Falls, Canada, are seasonal in nature, with peak gaming activities often occurring during the months of May through August.

Mohegan Tribe of Indians of Connecticut

General

The Mohegan Tribe has lived in a cohesive community for hundreds of years in what is today southeastern Connecticut. The Mohegan Tribe became a federally-recognized Indian tribe in 1994 and currently has approximately 2,300 members, of which approximately 1,500 are of voting age.

Governance of the Mohegan Tribe

The Mohegan Tribe's Constitution provides for the governance of the Mohegan Tribe by the Mohegan Tribal Council, consisting of nine members, and a Council of Elders, consisting of seven members. Legislative and executive powers of the Mohegan Tribe are vested in the Mohegan Tribal Council, with the exception of enrollment of tribal members and cultural duties, which are vested in the Council of Elders. The members of the Mohegan Tribal Council also serve as members and officers on our Management Board. The registered voters of the Mohegan Tribe elect all members of the Mohegan Tribal Council. Pursuant to the Mohegan Tribe's Constitution, the members of the Mohegan Tribal Council are elected on a four-year staggered term basis. The terms for four members of the Mohegan Tribal Council expire in October 2023, while the terms for the remaining five members expire in October 2025. Members of the Mohegan Tribal Council must be at least 21 years of age when elected.

The Mohegan Tribe may amend provisions of its Constitution that established us and the Gaming Disputes Court, which is described below. Such an amendment requires the approval of two-thirds of the members of the Mohegan Tribal Council and must be ratified by registered voters of the Mohegan Tribe by a two-thirds majority of all votes cast, with at least a 40% participation of registered voters of the Mohegan Tribe. In addition, the Mohegan Tribe's Constitution currently prohibits the Mohegan Tribe from enacting any law that would impair the obligations of contracts entered into in furtherance of the development, construction, operation and promotion of gaming on tribal lands. An amendment to this provision requires the affirmative vote of 75% of registered voters of the Mohegan Tribe. Prior to the enactment of any such amendment by the Mohegan Tribal Council, any non-tribal party would have the opportunity to seek a ruling from the Appellate Branch of the Gaming Disputes Court that the proposed amendment would constitute an impermissible impairment of contract.

Gaming Disputes Court

Under the Constitution and laws of the Mohegan Tribe, the Mohegan Tribe has established a Gaming Disputes Court, which is vested with exclusive jurisdiction over all disputes related to gaming and associated facilities on tribal lands, including appeals from certain final administrative agency decisions.

The Gaming Disputes Court has jurisdiction over all disputes or controversies related to gaming between any person or entity and us or the Mohegan Tribe. The Gaming Disputes Court also has jurisdiction over certain appeals arising out of tribal agency regulatory powers, including licensing actions. The Mohegan Tribe has adopted the substantive law of the State of Connecticut as the applicable law of the Gaming Disputes Court to the extent that such law is not in conflict with Mohegan Tribal Law. Also, the Mohegan Tribe has adopted all of Connecticut's rules of civil and appellate procedure and professional and judicial conduct to govern the Gaming Disputes Court.

Judges of the Gaming Disputes Court are chosen by the Mohegan Tribal Council from a publicly available list of eligible retired federal judges and Connecticut Attorney Trial Referees, who are appointed by the Chief Justice of the Connecticut Supreme Court, each of whom must remain licensed to practice law in Connecticut.

Mohegan Gaming & Entertainment

We were established by the Mohegan Tribe in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. We have three major functions. The first function is to identify and evaluate, in conjunction with the Mohegan Tribe, and, where appropriate, pursue and execute upon various business opportunities in an effort to diversify our revenue base and cash flow streams. These opportunities primarily consist of development, consulting and/or management of, investment in or ownership of additional gaming and entertainment operations through direct investments, acquisitions, joint venture arrangements and loan or financial/credit support transactions. The second function is to direct the operation, management and promotion of gaming enterprises and all related activities on tribal lands. The third function is to regulate gaming activities on tribal lands. Our Management Board has appointed an independent Director of Regulation who is responsible for the regulation of gaming activities at Mohegan Sun and on tribal lands. The Director of Regulation serves at the will of the Management Board and ensures the integrity of gaming operation through the promulgation and enforcement of appropriate regulations. The Director of Regulation and staff are also responsible for performing background investigations and licensing of non-gaming employees, as well as vendors seeking to provide non-gaming products or services to or for Mohegan Sun. Pursuant to the Mohegan Compact, the State of Connecticut is responsible for performing background investigations and licensing of gaming employees, as well as

gaming vendors seeking to provide gaming products or services on tribal lands, and pursuant to state law, the regulation of iGaming conducted by or on behalf of Mohegan Digital outside of tribal lands in the state.

Government Regulation

General

Operations at our properties and iGaming opportunities are subject to varying federal, state, provincial, local and tribal laws and regulations. The following description of the regulatory environment in which gaming takes place at our properties is only a summary and not a complete recitation of all applicable regulations and does not encompass gaming jurisdictions where we manage facilities for third parties. Moreover, since these regulatory environments are susceptible to changes in public policy considerations, it is impossible to predict how particular provisions will be interpreted, from time to time, or whether they will remain intact. Changes in such regulations could have a material adverse impact on our operations. ~~See~~Refer to Part I. Item 1A. Risk Factors to this Annual Report on Form 10-K.

Tribal Law and Legal Systems

Applicability of State and Federal Law

Federally-recognized Indian tribes are independent governments, subordinate to the United States, with sovereign powers, except as those powers may have been limited by treaty or by Congress. The power of Indian tribes to enact their own laws to regulate gaming derives from the exercise of this tribal sovereignty. Indian tribes maintain their own governmental systems and often their own judicial systems. Indian tribes have the right to tax persons and enterprises conducting business on tribal lands,. ~~and~~Indian tribes also have the right to require licenses and to impose other forms of regulations and regulatory fees on persons and businesses operating on their lands.

Absent the consent of the Mohegan Tribe or action of Congress, the laws of the State of Connecticut do not apply to us or the Mohegan Tribe. Pursuant to the federal law that settled the Mohegan Tribe's land claims in 1994, the United States and the Mohegan Tribe consented to, among other things, the extension of Connecticut criminal law and Connecticut state traffic controls over Mohegan Sun.

Waiver of Sovereign Immunity; Jurisdiction; Exhaustion of Tribal Remedies

Indian tribes enjoy sovereign immunity from unconsented suit similar to that of the states and the United States. In order to sue an Indian tribe (or an agency or instrumentality of an Indian tribe, such as us), the Mohegan Tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. Further, in most commercial disputes with Indian tribes, the jurisdiction of the federal courts, which are courts of limited jurisdiction, may be difficult or impossible to obtain. A commercial dispute is unlikely to present a federal question, and some courts have ruled that an Indian tribe as a party is not a citizen of any state for purposes of establishing diversity jurisdiction in the federal courts. State courts may also lack jurisdiction over suits brought by non-Indians against Indian tribes in Connecticut. The remedies available against an Indian tribe also depend, at least in part, upon the rules of comity requiring initial exhaustion of remedies in tribal tribunals and, as to some judicial remedies, the tribe's consent to jurisdictional provisions contained in the disputed agreements. The United States Supreme Court has held that, where a tribal court exists, jurisdiction in that forum first must be exhausted before any dispute can be heard properly by federal courts which otherwise would have jurisdiction. Where a dispute as to the jurisdiction of the tribal forum exists, the tribal court first must rule as to the limits of its own jurisdiction.

In connection with certain of our contractual arrangements, including substantially all of our outstanding ~~indebtedness~~debt, we, the Mohegan Tribe, ~~Mohegan Basketball Club, LLC, Mohegan Golf, LLC, Mohegan Ventures-Northwest, LLC, Mohegan Expo Center, LLC, Mohegan Digital, LLC, Mohegan Digital Services, LLC, MGNV Holding, LLC~~ and ~~MGNV,~~our ~~LLC~~restricted ~~and to the extent applicable, Mohegan Commercial Ventures-PA, LLC, Downs Racing, Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (the "Pocono~~ subsidiaries~~"),~~ ~~and certain of our subsidiaries and entities~~ have agreed to waive our and their respective sovereign immunity from unconsented suit, to the extent applicable, to permit any court of competent jurisdiction to: (i) enforce and interpret the terms of our applicable outstanding ~~indebtedness~~debt, and award and enforce the award of damages owing as a consequence of a breach thereof, whether such award is the product of litigation, administrative proceedings, or arbitration, (ii) determine whether any consent or approval of the Mohegan Tribe or us has been granted improperly or withheld unreasonably, (iii) enforce any judgment prohibiting the Mohegan Tribe or us from taking any action, or mandating or obligating the Mohegan Tribe or us to take any action, including a judgment compelling the Mohegan Tribe or us to submit to binding arbitration and (iv) adjudicate any claim under the Indian Civil Rights Act of 1968, 25 U.S.C. § 1302 (or any successor statute).

the Mohegan Tribe or us has been granted improperly or withheld unreasonably, (iii) enforce any judgment prohibiting the Mohegan Tribe or us from taking any action, or mandating or obligating the Mohegan Tribe or us to take any action, including a judgment compelling the Mohegan Tribe or us to submit to binding arbitration and (iv) adjudicate any claim under the Indian Civil Rights Act of 1968, 25 U.S.C. § 1302 (or any successor statute).

The Indian Gaming Regulatory Act of 1988

Regulatory Authority

The operation of casinos and gaming on Indian lands is subject to IGRA, which is administered by the National Indian Gaming Commission ("“NIGC"”), an independent agency within the United States Department of the Interior, which exercises primary federal regulatory responsibility over Indian gaming. The NIGC has exclusive federal authority to issue regulations governing tribal gaming activities, approve tribal ordinances for regulating Class II and Class III Gaming (as described below), approve management agreements for gaming facilities, conduct investigations and generally monitor tribal gaming. Certain responsibilities under IGRA (such as the approval of gaming compacts, gaming revenue allocation plans for tribal members and the review of applications to take land into trust for gaming) are retained by the Bureau of Indian Affairs ("“BIA"”). The BIA also has responsibility to review and approve certain agreements and land leases relating to Indian lands. The United States Department of Justice also retains responsibility for federal criminal law enforcement on the Mohegan Tribe's reservation.

The NIGC is empowered to inspect and audit all Indian gaming facilities, to conduct background checks on all persons associated with Class II Gaming and management contractors involved in Class III Gaming, to hold hearings, issue subpoenas, take depositions, adopt regulations and assess fees and impose civil penalties for violations of IGRA. IGRA also prohibits illegal gaming on Indian lands and theft from Indian gaming facilities. The NIGC has adopted rules implementing specific provisions of IGRA, which govern, among other things, the submission and approval of tribal gaming ordinances or resolutions and require an Indian tribe to have the sole proprietary interest in and responsibility for the conduct of any gaming. Tribes are required to issue gaming licenses only under articulated standards, to conduct or commission financial audits of their gaming enterprises, to perform or commission background investigations for primary management officials and key employees and to maintain their facilities in a manner that adequately protects the environment and the public health and safety. These rules also set out review and reporting procedures for tribal licensing of gaming operation employees and tribal gaming facilities.

Tribal Ordinances

Under IGRA, except to the extent otherwise provided in a tribal-state compact, Indian tribal governments have primary regulatory authority over Class III Gaming on land within a tribe's jurisdiction. Therefore, our gaming operations, and persons engaged in gaming activities, are guided by and subject to the provisions of the Mohegan Tribe's ordinances and regulations regarding gaming, in addition to the provisions of the Mohegan Compact.

IGRA requires that the NIGC review tribal gaming ordinances and authorizes the NIGC to approve such ordinances only if they meet specific requirements relating to: (i) the ownership, security, personnel background, record keeping and auditing of a tribe's gaming enterprises, (ii) the use of the revenues from such gaming and (iii) the protection of the environment and the public health and safety. The Mohegan Tribe adopted its gaming ordinance in July 1994, and the NIGC approved the gaming ordinance in November 1994.

Classes of Gaming

IGRA classifies games that may be conducted on Indian lands into three categories. Class I Gaming includes social games solely for prizes of minimal value or traditional forms of Indian gaming engaged in by individuals as part of, or in connection with, tribal ceremonies or celebrations. Class II Gaming includes bingo, pull-tabs, lotto, punch boards, tip jars, certain non-banked card games (if such games are played legally elsewhere in the state), instant bingo and other games similar to bingo, if those games are played at the same location where bingo is played. Class III Gaming includes all other forms of gaming, such as slot machines, video casino games (e.g., video blackjack and video poker), so-called banked table games (e.g., blackjack, craps and roulette) and other commercial gaming (e.g., sports ~~betting~~wagering and pari-mutuel wagering).

Class I Gaming on Indian lands is within the exclusive jurisdiction of the Indian tribe and is not subject to IGRA. Class II Gaming is permitted on Indian lands if: (i) the state in which the Indian lands lie permits such gaming for any purpose by any person, organization or entity, (ii) the gaming is not otherwise specifically prohibited on Indian lands by federal law, (iii) the gaming is conducted in accordance with a tribal ordinance or resolution which has been approved by the NIGC, (iv) an Indian tribe has sole proprietary interest and responsibility for the conduct of gaming, (v) the primary management officials and key employees are tribally licensed and (vi) several other requirements are met. Class III Gaming is permitted on Indian lands if the conditions applicable to Class II Gaming are met, and in addition, the gaming is conducted in conformance with the terms of a tribal-state compact (a written agreement between the tribal government and the government of the state within whose boundaries the tribe's lands lie).

With the growth of the Internet and other modern advances, computers, mobile devices and other technology aids are increasingly used to conduct iGaming, where authorized by law. Several states and provinces where we operate (Connecticut, Nevada, New Jersey, Pennsylvania and Ontario) have passed legislation to license and tax iGaming conducted on an intra-state or intra-provincial basis or with other territories by compact, while federal iGaming legislation has been introduced in Congress from time to time. To date, Congress has not passed amendments to the Unlawful Internet Gambling Enforcement Act of 2006 7

8With the growth of the Internet and other modern advances, computers, mobile devices and other technology aids are increasingly used to conduct iGaming, where authorized by law. Several states and provinces where we operate (Connecticut, Nevada, New Jersey, Pennsylvania and Ontario) have passed legislation to license and tax iGaming conducted on an intra-state or intra-provincial basis or with other territories by compact, while federal iGaming legislation has been introduced in Congress from time to time. To date, Congress has not passed amendments to the Unlawful Internet Gambling Enforcement Act of 2006 or new legislation to establish a licensing, taxing and enforcement framework for Internet gaming. Nor has Congress responded to the United States Supreme Court’s decision in May 2018 which overturned the federal law on sports wagering and has led to a proliferation of state laws authorizing sports wagering online and at retail locations.

or new legislation to establish a licensing, taxing and enforcement framework for Internet gaming. Nor has Congress responded to the United States Supreme Court’s decision in May 2018 which overturned the federal law on sports wagering and has led to a proliferation of state laws authorizing sports wagering online and at retail locations.

Tribal-State Compacts

IGRA requires states to negotiate in good faith with Indian tribes that seek to enter into tribal-state compacts for the conduct of Class III Gaming. Such tribal-state compacts may include provisions for the allocation of criminal and civil jurisdiction between the state and the Indian tribe necessary for the enforcement of laws and regulations, taxation by the Indian tribe of gaming activities in amounts comparable to those amounts assessed by the state for comparable activities, remedies for breach of compacts, standards for the operation of gaming and maintenance of gaming facilities, including licensing and any other subjects that are directly related to the operation of gaming activities. While the terms of tribal-state compacts vary from state to state, compacts within a state tend to be substantially similar. Tribal-state compacts usually specify the types of permitted games, establish technical standards for gaming, set maximum and minimum machine payout percentages, entitle the state to inspect casinos, require background investigations and licensing of casino employees and may require the tribe to pay a portion of the state's expenses for establishing and maintaining regulatory agencies. Some tribal-state compacts are for set terms, while others are for an indefinite duration.

IGRA provides that if an Indian tribe and state fail to successfully negotiate a tribal-state compact, the United States Department of the Interior may approve gaming procedures pursuant to which Class III Gaming may be conducted on Indian lands. Gaming compacts or approved gaming procedures take effect upon notice of approval by the United States Secretary of the Interior published in the Federal Register. The Mohegan Compact, first approved by the United States Secretary of the Interior in 1994, does not have a specific term and, according to its terms, will remain in effect until terminated by written agreement between both parties~~, or the provisions are modified as a result of a change in applicable law~~. Our gaming operations are subject to the requirements and restrictions contained in the Mohegan Compact, which authorizes the Mohegan Tribe to conduct most forms of Class III Gaming. In July 2017, the Mohegan Tribe and the State of Connecticut entered into an agreement to amend the Mohegan Compact and the Memorandum of Understanding (the "“MOU"”) to allow the Mohegan Tribe and the Mashantucket Pequot Tribal Nation (“MPT”) to jointly and exclusively own a proposed off-reservation casino in East Windsor, Connecticut. ~~Effective~~In September ~~27,~~ 2021, a second agreement signed in July 2021 to amend the Mohegan Compact and a memorandum of agreement amending the MOU became effective allowing the Mohegan Tribe or its designated instrumentality or subsidiary to conduct sports wagering as approved Class III Gaming under the Mohegan Compact and iGaming. ~~State~~This agreement has an initial term of ten years, with an additional five-year renewal option. In October 2021, state enabling legislation and implementing regulations became effective, ~~simultaneously~~thereby enabling Mohegan Digital to commence iGaming inthroughout the state of Connecticut, inwith ~~October~~the ~~2021~~exception of the Mohegan Tribe's and the MPT's reservations, and delaying the proposed off-reservation casino for a period of ten years. In February 2022, iGaming was expanded to Mohegan Sun and the Mohegan Tribe's tribal lands.

Tribal-state compacts have been the subject of litigation in a number of states. Tribes frequently sought to enforce the provision of IGRA which entitles tribes to bring suit in federal court against a state that fails to negotiate a tribal-state compact in good faith. The United States Supreme Court held that the Indian Commerce Clause does not grant Congress authority to abrogate sovereign immunity granted to the states under the Eleventh Amendment. Accordingly, IGRA does not grant jurisdiction over a state that did not consent to be sued.

There has been litigation in a number of states challenging the authority of state governors, under state law, to enter into tribal-state compacts without legislative approval. Federal courts have upheld such authority in the states of Louisiana and Mississippi. The highest state courts of Arizona, Kansas, Michigan, New Mexico, New York and Rhode Island have held that governors in those states did not have authority to enter into such compacts without the consent or authorization of the legislatures of those states. In the New Mexico and Kansas cases, the courts held that the authority to enter into such compacts is a legislative function under their respective state constitutions. The court in the New Mexico case also held that state law does not permit casino-style gaming.

In Connecticut, there has been no litigation challenging the Governor's authority to enter into tribal-state compacts. If such a suit was filed, however, the Mohegan Tribe does not believe that the precedent in the New Mexico or Kansas cases would apply. At the time of original execution of the Mohegan Compact, the Connecticut Attorney General issued a formal opinion, which states that, “existing state statutes provide the Governor with the authority to negotiate and execute the Mohegan Compact.” Thus, the Attorney General declined to follow the Kansas case. In addition, in a case brought by the MPT, the United States Court of Appeals for the Second Circuit has held that Connecticut law authorizes casino gaming. After original execution of the Mohegan Compact, the Connecticut General Assembly passed a law requiring that future gaming compacts be approved by the legislature, but that law does not apply to previously executed compacts such as the Mohegan Compact, only to amendments. As mentioned above, in July 2017 and effective in September 2021, the Mohegan Tribe and the State of Connecticut entered into agreements to amend the Mohegan Compact, each of which was approved by the Connecticut General Assembly prior to approval by the United States Secretary of the Interior.

approved by the legislature, but that law does not apply to previously executed compacts such as the Mohegan Compact, only to amendments. As mentioned above, in July 2017 and July 2021, the Mohegan Tribe and the State of Connecticut entered into agreements to amend the Mohegan Compact, each of which was approved by the Connecticut General Assembly prior to approval by the United States Secretary of the Interior.

Possible Changes in Federal Law

Bills have been introduced in Congress from time to time seeking to amend IGRA. While there have been a number of technical amendments to the law, to date, there have been no material changes to IGRA. Any amendment to IGRA could change the regulatory environment and requirements within which the Mohegan Tribe could conduct gaming.

Pennsylvania Racing Regulations

Our harness racing operation at Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ is subject to extensive regulation under the Pennsylvania Racing Act. Under that law, as amended in 2016, the previously separate thoroughbred and standardbred commissions were combined under the jurisdiction of the Pennsylvania State Horse Racing Commission (the "“PSHRC"”), which is responsible for, among other things:

•granting permission annually to maintain racing licenses and schedule races;

•approving, after a public hearing, the opening of additional ~~OTWs~~off-track wagering facilities and racetracks;

•approving simulcasting activities;

•licensing all officers, directors, racing officials and certain other employees of a company; and

•approving all contracts entered into by a company affecting racing, pari-mutuel wagering, phone/internet wagering and ~~OTW~~off-track wagering operations, including iGaming and retail sports wagering.

As in most states, the regulations and oversight applicable to our operations in Pennsylvania are intended primarily to safeguard the legitimacy of the sport and its freedom from inappropriate or criminal influences. The PSHRC has broad authority to regulate in the best interests of racing and may disapprove the involvement of certain personnel in our operations, deny approval of certain acquisitions following their consummation or withhold permission for a proposed ~~OTW~~off-track wagering site for a variety of reasons, including community opposition. The Pennsylvania legislature has also reserved the right to revoke the power of the PSHRC to approve additional ~~OTWs~~off-track wagering facilities and could, at any time, terminate pari-mutuel wagering as a form of legalized gaming in Pennsylvania or subject such wagering to additional restrictive regulation or taxation.

Pennsylvania Gaming Regulations

Our slot machine and table game operations at Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ and iGaming operations in Pennsylvania are subject to extensive regulation under the Pennsylvania Gaming Act. Under that law, as amended, the Pennsylvania Gaming Control Board (the "“PGCB"”), is responsible for, among other things:

•issuing and renewing slot machine licenses and table game certificates;

•approving, after a public hearing, the granting of additional slot machine licenses or table game certificates (to the extent allowed under the Pennsylvania Gaming Act);

•licensing all officers, directors, principals and certain other employees and vendors of a company with gaming operations;

•approving certain contracts entered into by a company affecting gaming operations; and

•implementing iGaming and retail sports wagering legislation in Pennsylvania.

As in most states, the regulations and oversight applicable to our operations in Pennsylvania are intended primarily to safeguard the legitimacy of gaming and its freedom from inappropriate or criminal influences. The PGCB has broad authority to regulate in the best interests of gaming and may disapprove the involvement of certain personnel in our operations, reject certain transactions following their consummation, require divestiture by unsuitable persons or withhold permission on applicable gaming matters for a variety of reasons.

Canadian Gaming Regulations

The ~~MGE~~ Niagara Resorts and iGaming in the Province of Ontario are subject to both ~~Federal~~federal and ~~Provincial~~provincial legal and regulatory considerations. Federally, the Canadian Criminal Code stipulates that operations like ~~MGE~~the Niagara Resorts and certain other forms of gaming must be conducted and managed by the government of a province. As a service provider licensed by the Alcohol and Gaming Commission of Ontario (“AGCO”), we must provide gaming-related services in the Province of Ontario within this provincial conduct and management structure. ~~That~~This structure is ~~made~~comprised up of the Ontario Lottery and Gaming Corporation (the “OLG”), as the provincial entity that conducts and manages lottery schemes on behalf of the Province of Ontario, and the AGCO, as the provincial regulator responsible for the administration of the Ontario Gaming Control Act ~~(among~~and other ~~Acts)~~regulations.

The OLG is the Crown Agency of the government of Ontario charged with overseeing the business of Ontario’s gaming industry. Established pursuant to the Ontario Lottery and Gaming Corporation Act, 1999 (the “OLGCA”), the OLG's purpose is to enhance Ontario’s economic development, generate revenues for Ontario, promote responsible gaming with 9

10The OLG is the crown agency of the government of the Province of Ontario responsible for overseeing the business of the province's gaming industry. Established pursuant to the Ontario Lottery and Gaming Corporation Act, 1999 (the “OLGCA”), the OLG's purpose is to enhance the province’s economic development, generate revenues, promote responsible gaming with respect to lottery schemes and ensure that anything done regarding any or all of the foregoing is also done for the public good and in the province’s best interests.

respect to lottery schemes, and ensure anything done regarding any or all of the foregoing is also done for the public good and in Ontario’s best interests.

Included in the OLG’s objectives are:

•Toto develop, undertake, organize, conduct and manage gaming on behalf of the Province of Ontario.;

•Toto provide for the operation of gaming sites.;

•Toto ensure gaming and gaming sites are conducted, managed and operated in accordance with the Criminal Code (Canada), the OLGCA and the Gaming Control Act, 1992 (the “GCA”); and ~~the regulations made under them.~~

•Toto provide for the operation of any business that the OLG considers to be reasonably related to gaming operations, including any business that offers goods and services to persons who participate in gaming.

The AGCO is responsible for regulating various forms of gaming in the Province of Ontario pursuant to the ~~broad~~ powers granted to it under the GCA.

With respect to ~~casino~~ gaming operations such as ~~carried~~the ~~out at MGE~~ Niagara Resorts, the AGCO’s overarching regulatory objective is to ensure that ~~all~~ such ~~gaming~~operations isare operated within the law and with honesty and integrity and in the broader public interest. The ~~agency~~AGCO undertakes a number of key activities to fulfill its regulatory mandate including:

•~~Conducting~~conducting eligibility assessments and registering operators, suppliers and gaming assistants who work in or supply the casino sector;

•~~Testing~~testing, approving and monitoring slot machines and gaming management systems;

•~~Establishing~~establishing standards and requirements for the conduct, management and operation of lottery schemes, gaming sites and related businesses;

•~~Inspecting~~inspecting, auditing and monitoring casinos for compliance with the GCA and its regulation, licence/registration requirements and the standards and requirements established by the Registrar of Alcohol, Gaming and Racing;

•~~Approving~~approving rules of play or changes to the rules of play for games conducted and managed by the OLG;

•~~Excluding~~excluding persons from accessing gaming sites pursuant to the GCA; and

•~~Maintaining~~maintaining Ontario Provincial Police Casino Enforcement operations and presence to support a safe and secure environment at all gaming sites.

Nevada Gaming Regulations

The ownership and operation of casino gaming facilities in the state of Nevada are subject to the Nevada Gaming Control Act and the regulations made thereunder (collectively, the "“Nevada Act"”), as well as to various local ordinances. Any changes in applicable laws, regulations and procedures could have an adverse effect on our Mohegan Casino Las Vegas ~~gaming~~operations ~~operation~~ and our financial condition and results of operations.

~~The~~Mohegan Casino Las Vegas ~~operation~~ is subject to the licensing and regulatory control of the Nevada Gaming Commission ("“NGC"”), the Nevada Gaming Control Board ("“NGCB"”) and the Clark County Liquor and Gaming Licensing Board ("“CCLGLB"”). The NGC and NGCB are referred to herein collectively as the "“Nevada Gaming Authorities."” Our subsidiary, MGNV, LLC, the operator of the Mohegan ~~Sun~~ Casino Las Vegas, is licensed by the Nevada Gaming Authorities to conduct casino gaming operations, including the operation of a gaming salon. It is also licensed as a manufacturer and distributor. These gaming licenses are not transferable.

We are required by virtue of our public debt to be registered as a publicly traded corporation (a "“registered public company"”) and to be found suitable by the NGC to own the equity interests of MGNV Holding, LLC ("“Holding"”). Holding is required to be registered as an intermediary company and to be found suitable to own the equity interests of MGNV, LLC.

No person may become a member of or receive profits from MGNV, LLC or Holding without first registering (for equity ownership of 5% or less) or obtaining licenses and approvals from the Nevada Gaming Authorities. The Nevada Gaming Authorities may investigate any individual who has a material relationship to or material involvement with us to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors (or managers, in the case of limited liability companies) and certain key employees of MGNV, LLC and Holding and our officers and ~~management~~Management ~~board~~Board members who are actively and directly involved in the gaming activities of Mohegan ~~Sun~~ Casino Las Vegas may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may require additional applications and may also deny an application for licensing for any reason which they deem appropriate.

If the Nevada Gaming Authorities were to find an officer, director, or key employee unsuitable for licensing or to continue having a relationship with MGNV, LLC, Holding, or us, we would have to sever all relationships with the person. In 10

11If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to continue having a relationship with MGNV, LLC, Holding or us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Authorities may require MGNV, LLC, Holding or us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability are not subject to judicial review.

~~addition,~~If the ~~Nevada~~NGC ~~Gaming~~determines ~~Authorities~~that ~~may~~we, ~~require~~Holding or MGNV, LLC have violated the Nevada Act, ~~Holding~~it could limit, condition, suspend or usrevoke our and our intermediary subsidiary registrations and MGNV, LLC's gaming license. In addition, we and the persons involved could be subject to ~~terminate~~substantial fines for each separate violation of the ~~employment~~Nevada Act at the discretion of ~~any~~the ~~person~~NGC. ~~who~~Further, ~~refuses~~the NGC could appoint a supervisor to ~~file~~operate ~~appropriate~~Mohegan ~~applications.~~Casino ~~Determinations~~Las Vegas and, under specified circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of ~~suitability~~the ~~are~~premises) ~~not~~could ~~subject~~be forfeited to ~~judicial~~the ~~review~~state. The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations.

If the NGC determines that we, Holding, or MGNV, LLC have violated the Nevada Act, it could limit, condition, suspend or revoke our and our intermediary subsidiary registrations and MGNV, LLC's gaming license. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the NGC. Further, the NGC could appoint a supervisor to operate Mohegan Sun Las Vegas and, under specified circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of the premises) could be forfeited to Nevada. The limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations.

Periodically, we are required to submit detailed financial and operating reports to the NGC and provide any other information that the NGC may require. Substantially all of our material loans, leases, sales of securities and similar financing transactions must be reported to, and/or approved by, the NGC. All pledges of equity in MGNV, LLC or Holdings, and any action by a lender to foreclose upon such pledges, must be approved in advance by the NGC.

The NGC may, in its discretion, require the owner of any debt or similar securities of a registered public company, to file applications, be investigated and be found suitable to own the debt or other securities of the registered company if the NGC has reason to believe that such ownership would otherwise be inconsistent with ~~Nevada~~state's declared public policies. If the NGC decides that a person is unsuitable to own the securities, then under the Nevada Act, the registered public company can be sanctioned, including the loss of its approvals if, without the prior approval of the NGC, it continues to have any financial or economic arrangements with that person or recognizes any voting right of that person in connection with the securities.

We may not make a public offering of debt without the prior approval of the NGC if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in ~~Nevada,~~the state or to retire or extend obligations incurred for those purposes or for similar transactions.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the licensed subsidiaries' respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon a percentage of the gross ~~revenue~~revenues received;, the number of gaming devices operated; or the number of table games operated. A live entertainment tax also is imposed on admission charges where live entertainment is furnished.

As a condition of our status as a registered public company we are required to maintain a gaming compliance committee for the purpose of, at a minimum, performing due diligence, determining the suitability of relationships with other entities and individuals, and toreviewing ~~review~~ and ~~ensure~~ensuring our compliance, and the compliance of our subsidiaries and any affiliated entities, with the gaming laws of the State of Nevada and the other jurisdictions in which they operate. Because we are involved in gaming ventures outside of ~~Nevada~~the state, we are required to deposit with the NGCB, and thereafter maintain, a revolving fund in the amount of $50,000 to pay the expenses of investigation of the NGCB of our participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the NGC. Thereafter, we are also required to comply with certain reporting requirements imposed by the Nevada Act. A licensee or registrant is also subject to disciplinary action by the NGC in the event of misconduct in its gaming ventures outside of ~~Nevada~~the state.

The conduct of gaming activities and the service and sale of alcoholic beverages at Mohegan ~~Sun~~Casino Las Vegas are subject to licensing, control and regulation by the CCLGLB, which has granted MGNV, LLC, its landlord and certain of its co-tenants licenses for such purposes. In addition to approving MGNV, LLC, the CCLGLB has the authority to approve all persons owning or controlling the equity of any entity controlling a gaming license. Certain of our officers, ~~management~~Management ~~board~~Board members and key employees have been or may be required to file applications with the CCLGLB. Clark County gaming and liquor licenses are not transferable. ~~The~~Clark County has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have a substantial negative impact on our operations.

Human Capital

It is our vision that, while honoring the past and building for the future, we create the most authentic, rewarding and inviting hospitality and entertainment experience for our customers. To serve this vision, our mission is to deliver excellence that maximizes value for all of our stakeholders and communities. The competitive advantage that differentiates and enables us to fulfill our mission is rooted in ~~the~~ Spirit of Aquai, a long-standing tradition of the Mohegan Tribe. This centuries-old guiding philosophy infuses our everyday lives with four key principles that truly define who we are and how we treat each other - welcoming, mutual respect, cooperation and building relationships. Living by these principles and always striving to adhere to our core values, we have created a unique culture built on traditional principles in sync with modern values. The Spirit of Aquai lays the foundation for special relationships among our employees and guests, and it is the bedrock of our human capital strategy. Delivering premier gaming and entertainment experiences across the United States and Canada, along with targeted expansion into Asia, our human capital is the central reason for our long-term success. We are also committed to the theory of the Service Profit Chain, which suggests that taking care of employees leads to employees taking care of guests, and, accordingly, results in a more profitable business.

~~We aim to attract, retain and develop diverse and high quality talent who can emulate the Spirit of Aquai. To support these objectives, we have designed human resources programs to:~~11

Spirit of Aquai lays the foundation for special relationships among our employees and customers, and it is the bedrock of our human capital strategy. Our passionate, diverse and dedicated employees are the central reason for our success. We are also committed to the theory of the Service Profit Chain, which suggests that taking care of employees leads to employees taking care of customers, and, accordingly, results in a more profitable business.

We aim to attract, retain and develop diverse and high-quality talent who can emulate Spirit of Aquai. To support these objectives, we have designed programs that:

•Enhance the company culture through employee experiences, policies and practices aimed at making the workplace healthy, diverse and inclusive;

•Align leader and team member behaviors to our purpose, deliver exceptional guest experiences and drive business success;

•Facilitate talent acquisition and mobility to create a high-performing and diverse workforce;

•Reward employees through fair, equitable and competitive pay and benefits;

•Develop employees at all levels through effective learning strategies focused on new skills required to support operational excellence and the ever-evolving marketplace; and

•Evolve and invest in technology and other resources that enable employees to work more effectively.

Overall Statistics

As of September 30, ~~2021~~ 2022, we had approximately 9,~~580~~660 employees comprised of approximately 70% full-time employees and 30% seasonal, part-time, and on-call employees. The approximate number of employees by location was as follows: (i) Mohegan Sun: 45,~~850~~180, (ii) Mohegan ~~Sun Pocono~~Pennsylvania: ~~780~~840, (iii) the ~~MGE~~ Niagara Resorts: 3,~~450~~150, (iv) Mohegan ~~Sun~~Casino Las Vegas: ~~320~~300 and (v) corporate and other: ~~180~~190.

Certain employees at Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ are represented under collective bargaining agreements between Downs Racing, L.P. and either the International Union of Operating Engineers Local Union 542C or Teamsters Local No. 401. The agreement with the International Union of Operating Engineers Local Union 542C expires on March 31, 2023 and relates to equipment and heavy equipment operators. The agreement with Teamsters Local No. 401 expires on January 31, ~~2022~~2027 and relates to truck drivers and maintenance employees.

Certain employees at the ~~MGE~~ Niagara Resorts are represented under a collective bargaining agreement between Unifor Canada and Complex Services Inc. (d/b/a ~~Niagara~~ Fallsview Casino Resort and Casino Niagara). This agreement expires on March 31, 2023 and relates to employees classified as security officers.

Certain employees at Mohegan ~~Sun~~Casino Las Vegas are represented under collective bargaining agreements between MGNV, LLC (d/b/a Mohegan Sun Casino Las Vegas) and the International Union of Operating Engineers Local No. 501 or the Local Joint Executive Board of Las Vegas (composed of Culinary Workers Union Local 226 and Bartenders Union Local 165). The agreement with the International Union of Operating Engineers Local No. 501 is in full force and effect from year to year, subject to the agreement’s conditions of renewal. The agreement with the Local Joint Executive Board of Las Vegas (composed of Culinary Workers Union Local 226 and Bartenders Union Local 165) expires on May 31, 2023.

We have experienced no material business interruptions due to disputes with our employees.

Diversity and Inclusion

We believe that a diverse and inclusive workforce produces better overall decision-making for employees and ~~guests~~customers, which benefits our overall organization. In hiring decisions, we seek appropriate skills, as well as diversity of the team and candidate, to ensure that we are including an appropriate mix of race, gender and other factors in hiring, promoting and succession planning decisions. Ongoing diversity and inclusion initiatives from committees to training and communication campaigns build awareness of the rich diversity of our ~~team~~employees ~~members~~ and ~~guests~~customers. We also sponsor athe ~~vocational~~Mohegan ~~inclusion~~Vocational ~~program~~Inclusion Program for individuals with disabilities or other disadvantages. Since 2012, over ~~550~~690 individuals have participated in this program and approximately 85% of graduates have successfully been hired by Mohegan Sun.

We have received multiple forms of recognition for our employment practices. Awards include:

•~~2021~~2022 ~~Enduring~~Top ~~Equity~~Workplaces ~~and Inclusion Employer~~ - ~~Viability~~Hartford Courant;

•~~2020~~2022 ~~Best-In-State~~America's ~~Employer~~Most Loved Workplaces - ~~Forbes/Statista~~Newsweek;

•~~Canada~~2022 America's Best-In-State Employers ~~2019~~Connecticut - Forbes/Statista;

~~•Top 10 in Best Workplaces for Diversity 2019 - Fortune Magazine~~12

•~~Employer~~2022 ofHR ~~the~~Innovation ~~Year~~Award ~~2019~~ - ~~Viability~~HRD Canada;

•~~Top~~2021 ~~Employer~~Enduring ~~Hamilton/Niagara~~Equity ~~2020~~and ~~(10th~~Inclusion ~~consecutive~~Employer ~~year)~~- Viability;

•~~2019~~2020 ~~Business~~Healthy ~~that~~Workplace ~~Gives~~Honoree ~~Back~~- ~~Award~~The ~~GNCC~~Business -Council ~~Women~~of inHartford ~~Business Award~~County;

•Top Employer Hamilton/Niagara 2020 (10th consecutive year); and

•2019 Business that Gives Back Award GNCC - Women in Business Award.

A diverse and inclusive vendor base is also important in meeting our diversity and inclusion goals. Therefore, we have implemented initiatives to track the diversity of vendors and support inclusion of vendors with minority or female ownership through preferred vendor lists.

Talent Acquisition, Development and Retention

Hiring, developing and retaining employees is critical to the success of our business. We focus on creating experiences and programs that attract new hires and foster growth, performance and retention. Pursuant to the Tribal Employment Rights Ordinance, when recruiting and hiring personnel, except key personnel, our Connecticut operations are obligated to give first preference to qualified members of the Mohegan Tribe ~~and,~~ then, to enrolled members of other Indian tribes.

Creating opportunities to help employees grow and build their careers is also a priority to us. We sponsor numerous trainings, apprenticeships and development programs to enhance leadership and managerial capability, expand skill sets, drive guest satisfaction and support the Spirit of Aquai. Our corporate office also offers development courses on various topics, such as reading financial statements and the basics of contracts, to expand our employees’ knowledge base. In addition, succession planning at all of our locations has been completed to identify talent risk, gaps and high potential employees for development.

Compensation, Benefits, Safety and Wellness

We offer fair, equitable and competitive salaries and wages, as well as comprehensive health and retirement benefits to eligible full-time and part-time employees. Our core health benefits are supplemented with discount programs for health-related goods and services, a variety of voluntary benefits and paid time-off programs. We have also partnered with Yale New Haven Health to provide medical treatment for our employees at our Connecticut location at low out-of-pocket costs, provide both an on-site pharmacy and a fitness center and offer employees access to health and nutritional counselors free of charge. In addition, we provide low -cost telehealth services, as well as free mental and behavioral health resources, including on-demand access to an employee assistance program for employees and their dependents. We also offer mental, physical and financial wellness workshops to help employees better manage stress and anxiety.

In collaboration with the Mohegan Tribe Safety Department, we use a proactive approach to manage workplace safety and health based on incident management, inspections, job safety analysis and safety meetings. This approach has led to a significant decline in incidents at our Connecticut location. We also provide training in emergency evacuation, active shooter, blood borne pathogens, hazard communications and back safety.

Technology and Other Resources

We offer and maintain various applications and systems to communicate with and engage our employees. There are also email notifications to keep employees abreast of our daily operations, as well as various other resources to enable employees to stay connected and enhance ~~guest~~customer ~~experiences~~experience.

1413

Item 1A. Risk Factors.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, set forth below are cautionary statements identifying important factors that could cause actual events or results to differ materially from any forward-looking statements made by or on behalf of us, whether oral or written. We wish to ensure that any forward-looking statements are accompanied by meaningful cautionary statements in order to maximize to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause actual events or results to differ materially from our forward-looking statements. Refer also to Cautionary Note Regarding Forward-Looking Statements on page 1 to this Annual Report on Form 10-K.

Risks Related to Our ~~Indebtedness~~Debt

~~Our~~We have a substantial ~~indebtedness~~amount of outstanding debt which could adversely affect our financial condition.

We currently have and will continue to have a substantial amount of ~~indebtedness~~outstanding debt. As of September 30, ~~2021~~ 2022, our debt totaled ~~approximately~~ $2.5 billion.

~~Our~~This ~~substantial~~ indebtedness could have significant adverse effects on our business. Such adverse effects could include, without limitation, the following:

•making it more difficult for us to satisfy our debt service obligations;

•increasing our vulnerability to adverse economic, industry and competitive conditions;

•requiring us to dedicate a substantial portion of our cash flows from operations towards debt repayment, thereby reducing the availability of our cash flows to fund working capital requirements, capital expenditures and other general operating requirements;

•limiting our flexibility in planning for, or reacting to, changes in our business and the gaming industry, which may place us at a disadvantage compared to our competitors with stronger liquidity positions, thereby negatively affecting our results of operations and ability to meet our financial obligations;

•restricting us from exploring or taking advantage of new business opportunities;

•placing us at a competitive disadvantage compared to our competitors with less ~~indebtedness~~debt; and

•limiting, along with the financial and other restrictive covenants ofrelated to our ~~outstanding indebtedness~~debt, our ability to borrow additional funds for working capital requirements, capital expenditures, acquisitions, investments, debt service ~~requirements~~obligations, execution of our business strategy or other general operating requirements on satisfactory terms or at all.

In addition, our senior secured credit ~~facilities~~facility and the indentures governing our existing notes contain, and the agreements evidencing or governing other future indebtedness may contain, restrictive covenants that limit our ability to engage in activities that may be in our best interests. Our failure to comply with ~~those~~such covenants could result in an event of default which, if not cured or waived, could result in the acceleration of the required repayment of some or all of our ~~indebtedness~~outstanding debt.

OnEconomic ~~July~~volatility ~~27,~~affects ~~2017,~~our ~~the~~operations ~~U.K. Financial Conduct Authority announced that it intends to stop requiring banks to submit LIBOR rates after 2021. As a result, LIBOR will be discontinued after 2021~~ and ~~contracts and hedging relationships that use LIBOR as a reference rate will have to be modified to allow for an alternative benchmark rate. Although~~ our senior secured credit facilities provide for application of successor rates based on prevailing market conditions, it is not currently possible to predict the effect of any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere.debt

~~We,~~Economic ~~the~~downturns ~~Mohegan~~or ~~Tribe~~contractions may adversely affect visitation and spending at our ~~wholly-owned~~properties ~~subsidiaries~~which would negatively impact our results of operations and cash flows. The credit environment could also impact our ability to borrow in the future. Additional financing or refinancing of our existing debt may not be ~~subject~~available toand, ~~federal~~if ~~bankruptcy~~available, ~~laws~~may not be available on economically favorable terms. Furthermore, ~~which~~increases in our leverage could ~~impair~~lead ~~the~~to ~~ability~~deterioration ofin ~~creditors~~our tocredit ~~participate~~ratings. A reduction in our credit ratings, regardless of the ~~realization~~cause, oncould also limit our ability to obtain additional financing and/or increase our ~~subsidiaries'~~cost ~~assets~~of orobtaining such financing. We can provide no assurance that we will be able to access the ~~restructuring~~capital ofmarkets ~~related~~at ~~liabilities~~financially ifeconomical interest rates, which could negatively affect our business. While we ~~are~~believe ~~unwilling~~that orwe ~~unable~~will continue to have adequate credit available to meet our ~~debt~~business ~~service~~needs, ~~obligations~~we can provide no assurance in this regard.

A substantial portion of our debt accrues interest at variable rates

We are exposed to risks from tightening credit markets and increasing interest rates through interest payable on our variable rate debt, such as our credit facilities. As of September 30, 2022, approximately 7% of our total debt was variable rate debt. While we may choose to mitigate the effect of fluctuations in interest rates through interest rate hedging transactions, we can provide no assurance that we will enter any such transactions or that any such transactions would adequately mitigate the risks of fluctuations in interest rates.

A substantial portion of our debt is denominated in currencies other than U.S. dollars

We are exposed to risks from fluctuations in foreign currency exchange rates since a substantial portion of our debt is denominated in currencies other than U.S. dollars, including borrowings under our credit facilities in Canada and South Korea. Fluctuations in foreign currency exchange rates would affect the U.S. dollar value of principal, interest and other amounts related to such debt. As of September 30, 2022, we had $90.1 million and $362.5 million in debt that were denominated in Canadian dollars and Korean won, respectively. While we may choose to mitigate the effect of fluctuations in foreign currency exchange rates through foreign currency hedging transactions, we can provide no assurance that we will enter any such transactions or that any such transactions would adequately mitigate the risks of fluctuations in foreign currency exchange rates.

We, the Mohegan Tribe and certain of our subsidiaries may not be subject to federal bankruptcy laws, which could impair the ability of creditors to participate in the realization of our assets or the restructuring of related liabilities if we are unwilling or unable to meet our debt service obligations

We, the Mohegan Tribe and our wholly-owned subsidiaries that are tribal entities may or may not be subject to, or permitted to seek protection under, federal bankruptcy laws since an Indian tribe and we, as an instrumentality of the Mohegan Tribe, may or may not be eligible to be a debtor under the United States Bankruptcy Code. Therefore, our creditors may not be able to seek liquidation of our or any of the other tribal entities' assets or other action under federal bankruptcy laws. Also, the Mohegan Tribe’s Constitution and laws have established a special court which is vested with exclusive jurisdiction, in the absence of a contractual agreement otherwise, over all disputes related to gaming and associated facilities on tribal lands, including appeals from certain final administrative agency decisions, known as the Gaming Disputes Court. The Gaming Disputes Court may lack powers typically associated with a federal bankruptcy court, such as the power to non-consensually alter liabilities, direct the priority of creditors' claims and liquidate certain assets. The Gaming Disputes Court is a court of limited jurisdiction and may not have jurisdiction over all creditors of ours or our subsidiaries or over all of the territories in which we and our subsidiaries carry on business.

Risks Related to Our Business

The ~~effect of the~~ COVID-19 pandemic ~~on our operations~~ has had a material adverse impact on our businesses, results of operations, liquidity and financial condition~~, and we expect that it will continue to do so.~~

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and the United States federal government declared it a national emergency. The spread of COVID-19 has affected most segments of the global economy, including our operations. In March 2020, we temporarily suspended operations at our ~~North~~properties ~~American~~in ~~owned,~~the ~~operated~~United States and ~~managed~~Canada ~~properties~~ to ensure the health and safety of our employees, ~~guests~~customers and the surrounding communities in which we operate, consistent with directives from various ~~government~~governmental bodies. ~~COVID-19~~All ~~has~~of ~~had a significant impact on~~ our ~~operations,~~properties in the ~~full~~United ~~extent~~States ofwere ~~which~~reopened ~~depends~~by ~~on future developments which are highly uncertain and cannot be predicted with confidence~~July 2020. ~~Such~~Our ~~developments~~properties ~~include~~in ~~the~~Canada ~~duration~~reopened ~~of COVID-19 or the extent of any resurgence or variants of COVID-19, the manner~~ in ~~which~~July ~~our guests~~2021, ~~suppliers~~but ~~and~~were ~~other~~temporarily ~~third~~closed ~~parties~~again ~~respond~~from toJanuary ~~COVID-19~~5, ~~including~~2022 ~~the~~through ~~perception of safety and health measures taken by us~~January 30, 2022, ~~new~~due ~~information~~to ~~which~~a ~~may~~resurgence ~~emerge concerning the severity~~ of COVID-19 ~~and~~at ~~the~~that ~~actions to contain or treat it, as well as general economic conditions and consumer confidence~~time. ~~Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our future financial condition, results of operations and cash flows.~~

~~Our~~While ~~business~~we isare ~~subject~~operating toat ~~extensive~~full ~~governmental~~capacity ~~gaming~~as ~~regulation~~of bythe ~~multiple~~filing ~~governmental~~of ~~and~~this ~~tribal~~Annual ~~authorities.~~Report ~~Changes~~on toForm ~~the~~10-K, ~~regulatory~~COVID-19 ~~regime~~has ~~governing~~had a significant impact on our ~~business,~~operations and on our ~~inability~~projects tounder ~~renew~~development, orincluding ~~obtain~~Inspire ~~new~~Korea, ~~contracts~~the ~~governing~~full ~~our~~extent ~~existing~~of ~~gaming~~which ~~operations~~depends oron ~~our~~future ~~inability~~developments towhich ~~obtain~~are ~~new~~highly ~~casino~~uncertain ~~licenses~~and ~~could~~cannot ~~adversely~~be ~~affect~~predicted uswith confidence. Such developments include the following:

•the duration of COVID-19 or the extent of any resurgence or variants of COVID-19 or any other infectious diseases in areas where we operate or where our customers are located;

•the manner in which our customers, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures we implemented;

•new information that may emerge concerning the severity of COVID-19 and the actions to contain or treat it;

•general, local or national economic conditions;

•local, state or national rules, regulations or policies which may restrict travel and operating hours or impose other operating restrictions;

•limitations or restrictions on domestic or international travel or reluctance to travel to our properties; and

•consumer confidence.

Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our business and financial condition, results of operations and cash flows.

Our business is subject to extensive governmental gaming regulation by multiple governmental and tribal authorities and changes to the regulatory regime governing our business, our inability to renew or obtain new contracts governing our existing gaming operations or our inability to obtain new casino licenses could adversely affect us

Our gaming operations are highly regulated. Changes in applicable laws and regulations could limit or materially affect the types of gaming that may be conducted, or services provided, by us and the revenues realized therefrom.

With respect to our operations on the Mohegan Tribe's reservation, we are subject to extensive regulations by federal, state and tribal regulatory agencies, including the NIGC and agencies of the State of Connecticut, such as the Department of Consumer Protection's Gaming Division and Division of Liquor Control and the State Police. Currently, gaming on Indian tribal lands is subject to IGRA. Legislation has been introduced in Congress from time to time with the intent of modifying a variety of perceived deficiencies with IGRA or the Indian Reorganization Act of 1934 under which land can be acquired for tribes for various purposes, including gaming. Certain proposals that have been considered would be prospective in effect and contain clauses that would grandfather existing Indian tribal gaming operations such as Mohegan Sun. However, legislation has also been proposed from time to time which would have the effect of repealing many of the key provisions of IGRA and prohibiting the continued operation of particular classes of gaming on Indian tribal reservations in states where such gaming is not otherwise allowed on a commercial basis. While none of the substantive proposed amendments to IGRA have been enacted, we cannot predict the effects of future legislative acts. In the event that Congress passes prohibitory legislation that does not include any grandfathering exemption for existing Indian tribal gaming operations, and if such legislation is sustained in the courts against tribal challenge, our ability to meet our financial obligations would be materially and adversely affected.

In addition, under federal law, gaming on Indian tribal lands is dependent on the permissibility under state law of specific forms of gaming or similar activities, and gaming at Mohegan Sun is dependent on the tribal-state compact between the Mohegan Tribe and the State of Connecticut, as amended. iGaming by Mohegan Digital outside of tribal lands in the state of Connecticut is dependent on recent state gaming legislation and other regulations in ~~Connecticut~~the state. Adverse decisions or legal actions with respect to gaming legislation, regulations, or the Mohegan Compact may have an adverse effect on our ability to conduct our gaming operations.

Our operations at Mohegan ~~Sun~~Pennsylvania ~~Pocono~~ are subject to ~~subject to~~ extensive state regulation by the PGCB, the PSHRC and other state regulatory agencies, such as the Pennsylvania Liquor Control Board. Applicable rules and regulations may require that we obtain and periodically renew a variety of licenses, registrations, permits and approvals to conduct our operations. Regulatory agencies may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, deny or revoke our license to conduct our operations in Pennsylvania as intended. The sale of alcoholic beverages at our properties is subject to licensing, control and regulation by state and local agencies in Pennsylvania, including the Pennsylvania Liquor Control Board. The liquor agencies have broad powers to limit, condition, suspend or revoke any liquor license. We can provide no assurance that we will be able to continually renew all registrations, permits, approvals or licenses necessary to conduct our operations in Pennsylvania as intended. Any of these events, including any disciplinary action with respect to our liquor license, or any changes in applicable laws or regulations or the enforcement thereof, could, and any failure to renew or revocation of our liquor license would, have a material adverse effect on our business, financial condition and results of operations.

Changes in applicable laws or regulations, including statutory changes, tax rates and the implementation or enforcement of applicable laws and regulations could limit or materially affect the types of gaming we may conduct, the services we may provide or the profitability of our operations at Mohegan ~~Sun Pocono~~Pennsylvania. Our ability to continue to operate and our ability to meet our financial obligations could be adversely affected by such legal or regulatory changes and their implementation.

With respect to our operations at the Niagara Resorts, we are regulated by both federal and provincial authorities. The Criminal Code of Canada mandates that dice games and games operated on or through a computer, video device or slot machine may only be conducted through and managed by provincial governments and as a licensed service provider we must provide gaming-related services in accordance with applicable provincial laws and regulations. Gaming in the Province of Ontario, where the Niagara Resorts are located, is highly regulated. The OLG is empowered to conduct and manage gaming in the Province of Ontario and has the power and authority to oversee and/or regulate the gaming industry directly or through AGCO.

In other jurisdictions where we operate, own or manage gaming facilities, or have facilities under development, we are similarly subject to applicable laws and regulations whose implementation or enforcement could limit or materially affect the types of gaming we may conduct, the services we may provide or the profitability of our operations.

If we are not able to compete successfully with existing and future competitors, we may not be able to generate sufficient cash flows from our operations to fulfill our financial obligations

The gaming industry is highly competitive for both customers and employees, including management level employees. We compete directly with numerous gaming operations and hotels in the immediate and surrounding market areas where our properties are located. We also compete with non-gaming resorts and vacation destinations, as well as other forms of

~~our~~entertainment, ~~ability~~including toiGaming ~~meet~~operations. ~~our~~The gaming industry is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial ~~obligations~~strength ~~could~~and capabilities, level of amenities, management talent and geographic diversity. In the future, our business may be adversely ~~affected~~impacted by ~~such~~new ~~legal~~forms orof ~~regulatory~~legalized ~~changes~~gaming, as well as additional gaming and ~~their~~hotel ~~implementation~~room capacity in the market areas where we operate or intend to operate.

With ~~respect~~the togeneral ~~our~~lack ~~operations~~of atnew ~~the~~gaming ~~MGE Niagara Resorts~~markets, wecompetition ~~are~~in ~~regulated~~existing bymarkets ~~both~~has ~~national~~intensified ~~and~~in ~~provincial~~recent ~~authorities~~years. ~~The~~ ~~Criminal~~We ~~Code of Canada mandates that dice games~~ and ~~games~~our ~~operated~~competitors onhave orinvested ~~through~~in aexpanding ~~computer~~existing facilities, ~~video~~developing ~~device~~new orfacilities ~~slot machine may only be conducted through~~ and ~~managed~~acquiring byestablished ~~provincial~~facilities ~~governments, and, as a licensed service provider we must provide gaming-related services~~ in ~~accordance~~existing ~~with applicable provincial laws and regulations~~markets. ~~Gaming~~Competition inmay ~~Ontario,~~continue ~~where~~to ~~the~~intensify ~~MGE~~if ~~Niagara~~our ~~Resorts~~competitors ~~are~~commit ~~located,~~additional isresources ~~highly regulated. The OLG is empowered~~ to ~~conduct~~aggressive pricing and ~~manage~~promotional ~~gaming~~activities in ~~Ontario~~order ~~and has the power and authority~~ to ~~oversee~~attract ~~and/or regulate the gaming industry~~customers.

InWe also compete to some extent with other ~~jurisdictions~~forms ~~where~~of wegaming ~~operate~~both locally and nationally, ~~own~~including state-sponsored lotteries, orcharitable ~~manage~~gaming, video gaming ~~facilities~~terminals orat ~~have~~bars, ~~facilities~~restaurants, ~~under~~taverns ~~development~~and truck stops, weon-track ~~are~~and ~~similarly~~off-track ~~subject~~wagering toand ~~applicable~~other ~~laws~~forms of entertainment, including motion pictures, sporting events and ~~regulations~~other ~~whose~~recreational ~~implementation~~activities. orIt ~~enforcement~~is possible that these secondary competitors could ~~limit~~adversely impact visitation or ~~materially~~amounts ~~affect~~wagered ~~the~~at ~~types~~our offacilities, ~~gaming~~which wecould ~~may~~have ~~conduct,~~a ~~the~~material ~~services~~adverse weeffect ~~may~~on ~~provide~~our ability to generate revenues or ~~the~~maintain our profitability ofand ~~our~~cash ~~operations~~flows.

If our competitors operate more successfully than we do, if they attract customers away from us, if they are ~~not~~more ~~able~~successful tothan ~~compete~~us ~~successfully~~in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that provide them with ~~existing~~operating advantages due to differences or changes in gaming regulations or taxes or if additional gaming operations and ~~future~~hotels ~~competitors~~are established or expanded in size or scope in and around market areas in which we conduct business, we may ~~not~~lose bemarket ~~able~~share or the ability to ~~generate~~attract ~~sufficient~~and ~~cash~~retain ~~flows~~employees. In particular, the expansion of gaming in or near any geographical area from ~~our~~which ~~operations~~we attract or expect to ~~fulfill~~attract a significant number of our customers could have a significant adverse effect on our business, financial ~~obligations~~condition and results of operations.

~~The~~In ~~gaming industry is highly competitive for both customers and employees~~addition, ~~including~~increased ~~those~~competition atmay ~~the~~require ~~management~~us ~~level.~~to Wemake ~~compete~~substantial ~~with~~capital ~~numerous~~expenditures ~~casinos~~to ~~and~~maintain ~~hotel casinos of varying quality~~ and ~~size~~enhance inthe ~~market~~competitive ~~areas~~position ~~where~~of our properties, ~~are~~including ~~located.~~updating Weslot ~~also~~machines ~~compete~~to ~~with~~reflect ~~other~~changing ~~non-gaming~~technology, ~~resorts~~refurbishing ~~and~~public ~~vacation~~service ~~destinations~~areas, ~~and~~replacing ~~with~~obsolete ~~various~~equipment ~~other~~on ~~casino~~an ongoing basis and making other ~~entertainment~~expenditures ~~businesses,~~to ~~including~~enhance ~~iGaming~~the ~~websites,~~attractiveness and ~~could~~appeal ~~compete with any new forms~~ of ~~gaming~~our ~~that may be legalized in the future~~facilities. ~~The~~Since ~~casino~~we ~~entertainment~~are ~~business~~highly ~~is characterized by competitors that vary considerably in their size~~leveraged, ~~quality~~after ofsatisfying ~~facilities,~~obligations ~~number~~under ofour ~~operations,~~outstanding ~~brand identities~~debt, ~~marketing~~there ~~and~~can ~~growth~~be ~~strategies,~~no ~~financial~~assurance ~~strength~~that ~~and~~we ~~capabilities,~~will ~~level~~have ofsufficient ~~amenities,~~funds ~~management~~or ~~talent~~that ~~and geographic diversity. In most markets,~~ we ~~compete~~will ~~directly~~be ~~with~~able ~~other~~to ~~casino~~obtain ~~facilities~~sufficient ~~operating~~financing into ~~the~~fund ~~immediate~~such ~~and surrounding market areas~~expenditures. InIf ~~some markets,~~ we ~~face~~are ~~competition~~unable ~~from nearby markets in addition~~ to ~~direct~~make ~~competition~~such ~~within our market areas. Also~~expenditures, our ~~business~~competitive ~~may~~position could be materially adversely ~~impacted by the additional gaming and room capacity in places where we operate or intend to operate~~affected.

~~With~~The ~~fewer~~gaming ~~other new~~ markets ~~opening for development, competition~~ in ~~existing~~the ~~markets~~Northeastern ~~has~~United ~~intensified~~States inand ~~recent~~Niagara ~~years.~~Falls, WeCanada, ~~and~~have ~~our~~experienced ~~competitors~~seasonal ~~have~~fluctuations ~~invested~~ in ~~expanding~~the ~~existing~~past ~~facilities~~and, ~~developing~~as ~~new facilities~~such, ~~and~~we ~~acquiring~~may ~~established~~also ~~facilities~~experience inseasonal ~~existing~~variations ~~markets.~~in ~~Competition may intensify if~~ our ~~competitors~~revenues ~~commit~~and ~~additional~~operating ~~resources~~results tothat ~~aggressive~~could ~~pricing~~adversely ~~and~~affect ~~promotional~~our ~~activities~~cash ~~in order to attract customers.~~flows

InThe ~~addition,~~gaming wemarkets ~~also~~in ~~compete~~the toNortheastern ~~some~~United ~~extent~~States ~~with other forms of gaming on both a local~~ and ~~national~~Niagara ~~level~~Falls, ~~including~~Canada, ~~state-sponsored~~are ~~lotteries,~~seasonal ~~charitable~~in ~~gaming~~nature, ~~video~~with peak gaming ~~terminals~~activities at ~~bars,~~Mohegan ~~restaurants~~Sun, ~~taverns~~Mohegan Pennsylvania and ~~truck~~the ~~stops,~~Niagara ~~on-and~~Resorts ~~off-track~~often ~~wagering,~~occurring ~~and~~during ~~other~~the ~~forms~~months of ~~entertainment,~~May ~~including~~through ~~motion~~August. ~~pictures,~~As ~~sporting~~a ~~events~~result ~~and~~of ~~other~~these ~~recreational~~seasonal ~~activities.~~fluctuations, Itwe iswill ~~possible~~likely ~~that~~continue ~~these~~to ~~secondary~~experience ~~competitors~~seasonal ~~could~~variations ~~reduce~~in ~~the~~our ~~number~~revenues ofand ~~visitors~~operating toresults ~~our~~that ~~facilities~~could orresult ~~the~~in ~~amount~~lower ~~they~~cash ~~are~~flows ~~willing~~during toperiods ~~wager,~~in which ~~could~~gaming ~~have~~activities aare ~~material~~not ~~adverse~~at ~~effect~~peak onlevels. ~~our~~These ~~ability~~variations toin ~~generate~~revenues ~~revenue~~and oroperating ~~maintain~~results ~~our~~could ~~profitability~~adversely ~~and~~affect ~~cash~~our ~~flows~~financial condition.

IfNegative ~~our~~conditions ~~competitors~~affecting operate more successfully than we do, if they attract customers away from us as a result of aggressive pricing and promotion, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if they operate in jurisdictions that give them operating advantages due to differences or changes in gaming regulations or taxes, or if additional hotels and casinos are established in and around the ~~locations~~lodging inindustry ~~which we conduct business, we~~ may lose market share or the ability to attract or retain employees. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could have aan ~~significant~~ adverse effect on our ~~business,~~revenues ~~financial condition~~ and ~~results~~cash ~~of operations.~~flows

InWe ~~addition,~~depend ~~increased~~on ~~competition~~revenues ~~may~~generated ~~require~~from usour tohotels ~~make substantial capital expenditures to maintain~~ and ~~enhance~~other ~~the~~portions ~~competitive positions~~ of our properties, ~~including updating slot machines~~ to ~~reflect~~meet ~~changing~~our ~~technology,~~financial ~~refurbishing~~obligations ~~public~~and ~~service~~fund ~~areas~~our ~~periodically,~~operations. ~~replacing~~Revenues ~~obsolete~~generated ~~equipment~~from onour anhotels ~~ongoing~~are ~~basis~~primarily ~~and~~subject ~~making~~to ~~other~~conditions ~~expenditures~~affecting toour ~~increase~~gaming ~~the~~operations, ~~attractiveness~~but ~~and~~are ~~add~~also subject to the ~~appeal~~lodging ofindustry ~~our~~in ~~facilities.~~general ~~Because~~and, weas ~~are~~a ~~highly leveraged~~result, ~~after satisfying~~ our ~~obligations~~financial ~~under~~performance ~~our~~and ~~outstanding~~cash ~~indebtedness,~~flows ~~there~~may ~~can~~ be noaffected ~~assurance~~not ~~that~~only weby ~~will~~the ~~have~~conditions ~~sufficient~~in ~~funds~~the togaming ~~undertake~~industry, ~~these~~but ~~expenditures~~also orby ~~that~~those wein ~~will~~the belodging ~~able~~industry. toSome ~~obtain~~of ~~sufficient~~these ~~financing~~conditions ~~to fund such expenditures. If we~~ are ~~unable~~as ~~to make such expenditures, our competitive position could be materially adversely affected.~~follows:

The gaming industry in the Northeastern United States and Niagara Falls, Canada has experienced seasonal fluctuations in the past and, as such, we may also experience seasonal variations in our revenues and operating results that could adversely affect our cash flows.

The gaming industry in the Northeastern United States and Niagara Falls, Canada is seasonal in nature, with peak gaming activities often occurring during the months of May through August. Similarly, peak gaming activities at Mohegan Sun,

Mohegan Sun Pocono and the MGE Niagara Resorts often occur during the months of May through August. As a result of these seasonal fluctuations, we will likely continue to experience seasonal variations in our quarterly revenues and operating results that could result in decreased cash flows during periods in which gaming activity is not at peak levels. These variations in quarterly revenues and operating results could adversely affect our financial condition.

Negative conditions affecting the lodging industry may have an adverse effect on our revenues and cash flows.

We depend on revenues generated from hotels at our various properties, together with revenues generated from other portions of the facility, to meet our financial obligations and fund our operations. Revenues generated from our hotels are primarily subject to conditions affecting our gaming operations, but are also subject to the lodging industry in general, and as a result, our financial performance and cash flows may be affected not only by the conditions in the gaming industry, but also by those in the lodging industry. Some of these conditions are as follows:

•changes in the local, regional or national economic climate, including economic recessions;

•changes in local conditions such as an oversupply of hotel properties;

•decreases in the level of demand for hotel rooms and related services;

•the attractiveness of our hotels to ~~patrons~~customers and competition from comparable hotels;

•cyclical over-building in the hotel industry;

•changes in travel patterns;

•public health, environmental or climate concerns affecting public accommodations or travel ~~generally or regionally~~;

•changes in room rates and increases in operating costs due to inflation and other factors; ~~and~~

•the inability to fully staff our properties due to difficulties in hiring sufficient employees at all positions;

•increases in fuel or travel costs resulting in reduced visitation to our properties; and

•the periodic need to repair and renovate our hotels.

There are significant risks associated with our construction projects, which could have a material adverse effect on our financial condition, results of operations and cash flows.

WeInspire ~~have previously announced our integrated resort and casino project~~Korea, ~~called Project Inspire,~~ which is under construction atadjacent to the Incheon International Airport in South Korea., ~~This~~the ~~development~~hotel ~~project~~under construction at ilani and any of our other construction projects, including renovations to existing facilities, weentail ~~undertake~~significant risks. While currently on schedule, Inspire Korea has been adversely affected by inflationary pressures, COVID-19 related construction delays and product sourcing restrictions and uncertainties. We have been attempting to mitigate the effects of these matters, however, we can provide no assurance that we will ~~entail~~be ~~significant~~successful ~~risks~~in this regard.

Construction activity requires us to obtain qualified contractors and subcontractors, the availability of which may be uncertain. Construction projects are subject to cost overruns and delays caused by events outside of our control or, in certain cases, our contractors’ control, such as shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and unavailability of construction materials or equipment, fire, flood and other natural disasters. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite materials, licenses, permits, allocations and authorizations from governmental or regulatory authorities could increase the total cost, delay, jeopardize, prevent the construction or opening of our projects, or otherwise affect the design and features. Construction contractors or counterparties for our projects may be required to bear certain cost overruns for which they are contractually liable, and if such counterparties are unable to meet their obligations, we may incur increased costs for such developments. In addition, the location of projects like Project Inspire, including other projects which we may pursue throughout the world, present unique challenges and risks to manage and execute. If our management is unable to manage successfully such international construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.

~~The~~Construction ~~anticipated~~contractors ~~costs~~or ~~and~~counterparties ~~completion dates~~ for our ~~current~~ projects ~~are~~may ~~based~~be onrequired ~~budgets,~~to ~~designs,~~bear ~~development~~certain ~~and~~cost ~~construction~~overruns ~~documents~~for which they are contractually liable and, ~~schedule~~if ~~estimates~~such counterparties are ~~prepared~~unable ~~with~~to meet their obligations, or if the ~~assistance~~liability of ~~architects~~such ~~and~~persons ~~other~~for ~~construction~~such ~~development~~overruns ~~consultants~~is ~~and~~limited ~~are~~or ~~subject~~not tocovered ~~change~~by astheir ~~the~~contracts, ~~design~~we may incur increased costs for such projects. In addition, ~~development~~the location of Inspire Korea and ~~construction~~other ~~documents~~projects ~~are~~which ~~finalized~~we ~~and~~may aspursue ~~actual~~throughout ~~construction~~the ~~work~~world ispresent ~~performed.~~unique Achallenges ~~failure~~and risks to ~~complete~~manage and execute. If our ~~projects~~management onis ~~budget~~unable orto onsuccessfully ~~schedule~~manage ~~may~~such international construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.

~~Furthermore,~~The ~~while~~anticipated ~~construction~~costs ~~activities~~and ~~may~~completion bedates ~~planned~~for toour ~~minimize~~current ~~disruption~~construction projects are based on budgets, ~~construction~~designs, ~~noise~~development and ~~debris~~construction documents and ~~the~~schedule ~~temporary~~estimates ~~closing~~that ofare ~~some~~prepared ofwith the ~~facility,~~assistance ~~such~~of ~~activities~~architects ~~may~~and ~~disrupt~~other ~~our~~construction ~~current~~consultants ~~operations.~~and ~~Unexpected~~are ~~construction~~subject ~~delays~~to ~~could~~change ~~exacerbate~~as orthe ~~magnify~~design, ~~these~~development ~~disruptions.~~and Weconstruction ~~can~~documents ~~provide~~are nofinalized ~~assurance~~and ~~that~~as ~~any~~actual construction, ~~renovation~~work oris ~~expansion~~performed. A failure to complete our projects ~~will~~on ~~not~~budget or on schedule may have a material adverse effect on our financial condition, results of operations and cash flows.

WeFurthermore, ~~may~~while ~~suspend~~construction oractivities ~~elect~~may ~~not~~be planned to ~~proceed~~minimize ~~with~~disruptions, construction noise, ~~renovation~~debris orand ~~expansion~~temporary ~~projects~~closures ~~once~~may ~~they~~disrupt ~~have~~our ~~been~~current ~~undertaken,~~operations. ~~resulting~~Unexpected inconstruction ~~charges~~delays could exacerbate or magnify these disruptions. We can provide no assurance that ~~could~~our ~~adversely~~construction ~~affect~~projects will not have a material adverse effect on our ~~financial~~results ~~condition~~of operations.

We may suspend, or elect not to proceed with orconstruction ~~fail~~projects toonce ~~complete~~they ~~our~~have ~~construction~~been undertaken, ~~renovation~~resulting orin ~~expansion~~charges ~~projects~~that ~~once~~could ~~they~~adversely ~~have~~affect ~~been~~our ~~undertaken~~financial condition. InWe ~~such~~may ~~cases,~~also wemake ~~may~~additional becapital ~~required~~expenditures toand/or ~~carry~~increase ~~assets~~the onallocation of our ~~balance~~capital ~~sheet~~resources ~~for~~to ~~suspended~~construction projects or .

We may suspend, elect not to proceed with or fail to complete construction projects once they have been undertaken. In such cases, we may be required to carry assets on our balance sheet related to suspended projects or incur significant costs relating to design and construction work performed and materials purchased that may no longer be useful. In addition, our agreements or arrangements with third parties relating to the suspension or termination of such construction projects could cause us to incur additional fees and costs. The suspension of, election not to proceed with, or failure to complete any of our construction projects may result in adverse effects to our financial condition.

We may also elect to make additional capital expenditures to cover increased costs or to expand the scope of construction projects following initial planning. In such cases, we may be required to raise additional capital resources or commit more of our existing capital resources, which could have an adverse effect on our liquidity. In connection with Inspire Korea, we have proposed to the lenders and construction contractor that we make additional investments of at least 155 billion Korean won ($108 million as of September 30, 2022) over the next 12 to 15 months to fund expansions in the scope of the project relating to convention, meeting room and restaurant capacity, to increase funding for pre-opening expenses, to pay for certain increased costs and to provide for working capital and additional project contingency. These investments are currently under review with the lenders and construction contractor. These matters are not expected to impact the timing of construction or opening of Inspire Korea.

The risks associated with operating expanded facilities and managing growth could have a material adverse effect on our future performance

We may expand our facilities from time to time. We can provide no assurance that we will be successful in integrating the new amenities from such expansions into our current operations or in managing our expanded facilities. Failure to successfully

~~incur~~integrate ~~significant costs relating to design~~ and ~~construction~~manage ~~work~~new ~~performed~~services and ~~materials~~amenities ~~purchased~~could ~~that~~have ~~may~~a nomaterial ~~longer~~adverse beeffect ~~useful.~~on ~~In addition,~~ our ~~agreements~~results ~~or arrangements with third parties relating to the suspension or termination~~ of ~~such~~operations ~~projects could cause us to incur additional fees~~ and ~~costs.~~our ~~The~~ability ~~suspension of, election not~~ to ~~proceed~~meet ~~with, or failure to complete any construction, renovation or expansion projects may result in adverse effects to~~ our financial ~~condition~~obligations.

~~The~~A ~~risks~~person's ~~associated~~or ~~with~~entity's ~~operating~~ability ~~expanded~~to ~~facilities~~enforce ~~and~~its ~~managing~~rights ~~growth~~against ~~could~~us ~~have~~is alimited ~~material~~by ~~adverse~~our ~~effect~~sovereign onimmunity and that of our ~~future~~wholly-owned ~~performance.~~subsidiaries that are tribal entities

WeWhile ~~may~~we, ~~expand~~the Mohegan Tribe and certain of our ~~facilities~~wholly-owned ~~from~~subsidiaries ~~time~~that toare ~~time.~~tribal Weentities ~~can~~each ~~provide~~have nosovereign ~~assurance~~immunity ~~that~~and wegenerally ~~will~~may not be ~~successful~~sued without our and their respective consents, a limited waiver of sovereign immunity and consent to suit has been granted by our restricted subsidiaries in ~~integrating~~connection ~~the~~with ~~new~~substantially ~~amenities~~all ~~from~~of our outstanding debt. Each such ~~expansions~~waiver ~~into~~permits lawsuits against us to enforce our ~~current~~obligation ~~operations~~to orrepay incertain ~~managing~~outstanding ~~the~~debt. ~~expanded~~Generally, ~~facility~~duly authorized express waivers of sovereign immunity have been held to be enforceable against Indian tribes. ~~Failure~~In the event that any waiver of sovereign immunity is held to ~~successfully~~be ~~integrate~~ineffective, ~~and~~a ~~manage~~claimant ~~new~~could ~~services~~be precluded from judicially enforcing its rights and ~~amenities~~remedies. ~~could~~With limited exceptions, our restricted subsidiaries have anot ~~material~~waived ~~adverse~~sovereign ~~effect~~immunity onfor ~~our~~claims ~~results~~under offederal ~~operations~~or state securities laws and ~~our~~therefore ~~ability~~a toclaimant ~~meet~~may ~~our~~not ~~financial~~have ~~obligations~~any remedy based on such claims.

AWhere ~~person~~an or entity's ~~ability~~that toenjoys ~~enforce~~tribal ~~its~~sovereign ~~rights~~immunity ~~against~~has uswaived isits ~~limited~~immunity byand ~~our~~consented ~~sovereign~~to ~~immunity~~suit in federal and/or state court, disputes may be brought in a federal or state court that ofhas jurisdiction over the ~~Mohegan~~matter. ~~Tribe~~However, ~~Mohegan~~federal ~~Basketball~~courts ~~Club,~~may ~~LLC,~~not ~~Mohegan~~exercise ~~Golf,~~jurisdiction ~~LLC,~~over ~~Mohegan~~disputes ~~Ventures-Northwest,~~not ~~LLC,~~arising ~~Mohegan~~under ~~Expo~~federal ~~Center,~~law ~~LLC,~~or ~~Mohegan~~between ~~Digital~~litigants that are not citizens of different states, ~~LLC~~and some courts have ruled that an Indian tribe is not a citizen of any state. The extent to which state courts will assume jurisdiction over disputes involving Indian tribes varies from state to state. In addition, the Mohegan ~~Digital~~Tribe's ~~Services,~~Constitution ~~LLC~~has established a special court, ~~MGNV~~the ~~Holding~~Gaming Disputes Court, ~~LLC~~to rule on disputes with respect to Mohegan Sun. The federal and ~~MGNV~~state courts, ~~LLC~~under the doctrines of comity and exhaustion of tribal remedies, may: (i) defer to the ~~extent~~jurisdiction ~~applicable,~~of the ~~Pocono~~Gaming ~~subsidiaries~~Disputes Court or (ii) require that any plaintiff exhaust its remedies in the Gaming Disputes Court before bringing any action in federal or state court. Thus, there may be no available federal or state court forum for adjudication of a dispute with an entity that enjoys tribal sovereign immunity.

~~Although~~The ~~we,~~limited ~~the~~waiver ~~Mohegan~~of ~~Tribe,~~sovereign ~~Mohegan~~immunity ~~Basketball~~that ~~Club,~~has ~~LLC,~~been ~~Mohegan~~granted ~~Golf,~~in ~~LLC,~~connection ~~Mohegan~~with ~~Ventures-Northwest,~~our ~~LLC,~~outstanding ~~Mohegan~~debt ~~Expo~~additionally ~~Center,~~provides ~~LLC,~~that ~~Mohegan~~in ~~Digital,~~the ~~LLC,~~event ~~Mohegan~~that ~~Digital~~none ~~Services,~~of ~~LLC,~~the ~~MGNV~~specified ~~Holding,~~federal ~~LLC~~or ~~and~~state ~~MGNV,~~courts ~~LLC~~accept ~~and,~~or toexercise ~~the~~jurisdiction ~~extent~~over ~~applicable,~~a ~~the Pocono subsidiaries~~dispute, orclaims ~~collectively,~~may ~~the~~be ~~tribal~~brought ~~entities,~~in ~~each~~arbitration ~~have~~proceedings ~~sovereign~~with ~~immunity~~enforcement ~~and~~of ~~generally~~arbitration ~~may~~awards ~~not~~in becourts ~~sued~~of ~~without~~competent ~~our~~jurisdiction. ~~and~~Such ~~their respective consents,~~ a ~~limited~~dispute ~~waiver~~would ofnot ~~sovereign~~be ~~immunity~~decided ~~and~~by ~~consent~~a tojudge, ~~suit~~but ~~has~~by ~~been~~an ~~granted~~arbitrator appointed in ~~connection~~accordance with ~~substantially~~the ~~all~~commercial arbitration rules of ~~our~~the ~~outstanding~~American ~~indebtedness~~Arbitration Association. ~~Each~~The ~~such~~scope ~~waiver~~of ~~includes~~a ~~suits~~party’s ~~against~~ability us to ~~enforce~~conduct ~~our~~discovery ~~obligation~~with respect to ~~repay~~such ~~certain~~a ~~outstanding~~dispute ~~indebtedness.~~and ~~Generally,~~the ~~duly~~time ~~authorized~~in ~~express~~which ~~waivers~~the ofparty ~~sovereign~~is ~~immunity~~permitted ~~have~~to ~~been~~do ~~held~~so toare bemore ~~enforceable~~limited ~~against~~than ~~Indian~~in ~~tribes~~a judicial proceeding. InIf ~~the~~any ~~event~~party ~~that~~does ~~any~~not ~~waiver~~prevail ofin ~~sovereign~~a ~~immunity~~dispute isbefore ~~held~~an arbitrator, that party’s ability to beappeal ~~ineffective,~~the aarbitrator’s ~~claimant~~decision ~~could~~will be ~~precluded~~limited. ~~from~~Federal ~~judicially~~and ~~enforcing~~state ~~its~~courts ~~rights~~typically ~~and~~are ~~remedies.~~required ~~With~~to ~~limited~~enforce ~~exceptions,~~a ~~the~~proper ~~tribal~~arbitration ~~entities~~award ~~have~~without ~~not~~a ~~waived~~re-examination ~~sovereign~~of ~~immunity~~the ~~for~~merits ~~claims~~of ~~under~~the ~~federal~~decision. orEnforcement ~~state~~of ~~securities~~arbitration ~~laws~~awards ~~and~~in ~~therefore~~the aGaming ~~claimant~~Disputes Court may not ~~have~~be ~~any~~subject ~~remedy~~to ~~based~~the same limitations on such ~~claims~~re-examination.

~~Where~~If an ~~entity~~event ~~that~~of ~~enjoys~~default ~~tribal~~occurs ~~sovereign~~in ~~immunity~~connection ~~has~~with ~~waived~~our ~~its~~debt, ~~immunity~~no ~~and~~assurance ~~consented~~can tobe ~~suit~~given inthat ~~federal~~a ~~and/or~~forum ~~state~~will ~~court,~~be ~~disputes~~available ~~may~~to becreditors ~~brought~~other inthan aarbitration ~~federal~~with orenforcement ~~state~~of ~~court~~arbitration ~~that~~awards ~~has~~in ~~jurisdiction~~the ~~over~~Gaming ~~the~~Disputes ~~matter~~Court. ~~However,~~In ~~federal~~such ~~courts~~court, ~~may~~there ~~not~~are ~~exercise~~presently ~~jurisdiction~~limited ~~over~~precedents ~~disputes~~for ~~not~~the ~~arising~~interpretation ~~under~~of ~~federal~~tribal law orwith ~~between~~respect ~~litigants~~to ~~that~~insolvency. ~~are~~Any ~~not~~execution ~~citizens~~of a judgment of ~~different~~the ~~states,~~Gaming ~~and~~Disputes ~~some~~Court ~~courts~~or ~~have~~any ~~ruled~~other ~~that~~court anon ~~Indian~~tribal ~~tribe~~lands iswill ~~not~~require athe ~~citizen~~cooperation of ~~any~~the ~~state.~~Mohegan ~~The~~Tribe's ~~extent~~officials toin ~~which~~the ~~state~~exercise ~~courts~~of ~~will~~their ~~assume~~police ~~jurisdiction~~powers. ~~over~~Thus, ~~disputes~~to ~~involving~~the ~~Indian~~extent ~~tribes~~that ~~varies~~a ~~from~~judgment ~~state~~of tothe ~~state.~~Gaming InDisputes ~~addition~~Court must be executed on tribal lands, the ~~Mohegan~~practical ~~Tribe's~~realization ~~Constitution~~of ~~has~~any ~~established~~benefit of such a ~~special~~judgment ~~court,~~will be dependent upon the ~~Gaming~~willingness ~~Disputes~~and ~~Court,~~ability of tribal officials to ~~rule~~carry onout ~~disputes~~such ~~with~~judgment. ~~respect~~In toaddition, the land on which Mohegan Sun. ~~The~~is ~~federal~~located ~~and~~is ~~state~~owned ~~courts,~~by ~~under~~ the ~~doctrines~~United ofStates ~~comity~~in ~~and~~trust ~~exhaustion~~for ofthe ~~tribal~~Mohegan ~~remedies,~~Tribe ~~may~~and ~~(i) defer~~our tocreditors and the ~~jurisdiction~~creditors of the ~~Gaming~~Mohegan ~~Disputes~~Tribe ~~Court~~may ornot ~~(ii) require~~foreclose ~~that~~upon ~~any~~or ~~plaintiff~~obtain ~~exhaust~~title ~~its~~to ~~remedies~~the inland. ~~the~~Additionally, ~~Gaming~~while ~~Disputes~~we ~~Court~~do ~~before~~not ~~bringing~~presently hold any ~~action~~material infee ~~federal~~interest orin ~~state~~real ~~court. Thus~~property, ~~there~~if ~~may~~we bedo noin ~~available~~the future, federal orlaw ~~state~~may ~~court~~not ~~forum~~allow for ~~adjudication~~real ofproperty ainterest ~~dispute~~to ~~with~~be anmortgaged ~~entity~~or, ~~that~~if ~~enjoys~~mortgaged, ~~tribal~~transferred ~~sovereign~~as ~~immunity~~a result of foreclosure.

~~The~~Any ~~limited~~rights ~~waiver~~as of sovereign immunity that has been granted in connection with our outstanding indebtedness additionally provides that in the event that none of the specified federal or state courts accept or exercise jurisdiction over a ~~dispute,~~creditor claims may be brought in arbitration proceedings with enforcement of arbitration awards in courts of competent jurisdiction. Such a dispute would not be decided by a judge, but by an arbitrator appointed in accordance with the commercial arbitration rules of the American Arbitration Association. The scope of a party’s ability to conduct discovery with respect to such a dispute, and the time in which the party is permitted to do so, are ~~more~~ limited ~~than in a judicial proceeding. If any party does not prevail in a dispute before an arbitrator, that party’s ability~~ to ~~appeal~~our ~~the~~assets ~~arbitrator’s decision will be limited. Federal~~ and ~~state~~those ~~courts typically are required to enforce a proper arbitration award without a re-examination~~ of ~~the~~our ~~merits~~guarantor ofsubsidiaries ~~the decision. Enforcement of arbitration awards in the Gaming Disputes Court may not be subject to the same limitations on such re-examination.~~

IfAny anrights ~~event~~as ofa ~~default~~creditor ~~occurs~~ in ~~connection~~a ~~with~~bankruptcy, ~~our~~if ~~indebtedness~~applicable, noliquidation, ~~assurance~~reorganization ~~can~~or besimilar ~~given~~proceeding ~~that~~would ~~a forum will~~ be ~~available~~limited to ~~creditors~~our ~~other~~assets ~~than~~and ~~arbitration~~the ~~with~~assets ~~enforcement~~ of ~~arbitration~~our ~~awards~~guarantor insubsidiaries ~~the~~and ~~Gaming~~would ~~Disputes~~not ~~Court.~~encompass ~~In such court, there are presently limited precedents for~~ the ~~interpretation~~assets of ~~tribal law with respect to insolvency. Any execution of a judgment of the Gaming Disputes Court or~~ any other ~~court~~subsidiary ~~on tribal lands will require the cooperation of the Mohegan Tribe's officials in the exercise of their police powers. Thus, to the extent~~ that ais ~~judgment~~not ~~of the Gaming Disputes Court must be executed on tribal lands, the practical realization of any benefit of such~~ a ~~judgment~~guarantor ~~will~~or ~~be dependent upon~~ the ~~willingness and ability of tribal officials to carry out such judgment. In addition, the land on which~~ Mohegan ~~Sun is located is owned by the United States in trust for the Mohegan~~ Tribe, ~~and our creditors and the creditors of the Mohegan Tribe may not foreclose upon~~ or ~~obtain~~its ~~title~~other ~~to the land~~affiliates. ~~Additionally, although we do not presently hold any material fee interest in real property, if we did in~~

Our failure to generate sufficient cash flows and current and future economic and credit market conditions could adversely affect our ability to fulfill our debt service obligations or refinance our outstanding debt

Our ability to generate cash flows is subject to financial, economic, political, competitive, regulatory and other factors beyond our control. If we are unable to generate sufficient cash flows from operations or borrow additional funds, we may be unable to fulfill our debt service obligations. In addition, we can provide no assurance that we will be able to obtain additional debt for refinancing or to fund our growth, or that financing options available, if any, will be on favorable or acceptable terms.

~~the~~Restrictions ~~future,~~contained ~~federal~~in ~~law~~our ~~may~~senior ~~not~~secured ~~allow~~credit ~~for~~facility ~~real~~and ~~property~~the ~~interest~~indentures to bewhich ~~mortgaged~~we ~~or,~~are ifa ~~mortgaged,~~party ~~transferred~~may asimpose alimits ~~result~~on ofour ~~foreclosure.~~ability to pursue our business interests

~~Any~~Our ~~rights~~senior assecured acredit ~~creditor~~facility ~~are~~and ~~limited~~the indentures to ~~our~~which ~~assets~~we are a party contain customary operating and ~~those~~financial ofrestrictions that limit our ~~guarantor~~discretion ~~subsidiaries~~on various business matters. These restrictions include, among other things, covenants limiting our ability to:

~~Any~~•incur ~~rights~~additional as a creditor in a bankruptcy, if applicable, liquidation or reorganization or similar proceeding would be limited to our assets and the assets of our guarantor subsidiaries, and would not encompass the assets of any other subsidiary that is not a guarantor, the Mohegan Tribe or its other affiliates. debt;

Our ability to generate cash flows is subject to financial, economic, political, competitive, regulatory and other factors beyond our control. If we are unable to generate sufficient cash flows from operations, or if future borrowings are not available to us, we may be unable to meet our debt service obligations with respect to our outstanding indebtedness. In addition, we can provide no assurance that we will be able to obtain additional debt for refinancing or to fund our growth, or that financing options available, if any, will be on favorable or acceptable terms.

Restrictions contained in our senior secured credit facilities and the indentures to which we are a party may impose limits on our ability to pursue our business interests.

Our senior secured credit facilities and the indentures to which we are a party contain customary operating and financial restrictions that limit our discretion on various business matters. These restrictions include, among other things, covenants limiting our ability to:

•incur additional indebtedness;

•pay dividends or make other distributions;

•make certain investments;

•use assets as security in other transactions;

•sell certain assets or merge with or into another person;

•grant liens;

•make capital expenditures; and

•enter into transactions with affiliates.

These restrictions may, among other things, reduce our flexibility in planning for, or reacting to, changes in our business and the gaming industry in general and thereby may negatively impact our financial condition, results of operations and ~~our~~ ability to meet our financial obligations.

Our senior secured credit ~~facilities~~facility ~~require~~requires us to maintain a fixed charge coverage ratio and not to exceed certain ratios of total leverage and secured leverage. If these ratios are not maintained or are exceeded, as applicable, it may not be possible for us to borrow additional funds to meet our financial obligations. Additionally, our failure to comply with covenants in our senior secured credit ~~facilities~~facility, including the fixed charge coverage and leverage ratios ~~described above~~, could result in an event of default under the senior secured credit ~~facilities~~facility, which, if not cured or waived, could have a material adverse effect on us and could result in the acceleration of required repayments of some or all of then-outstanding debt thereunder and an inability to make debt service payments. However, we can provide no assurance that we would be able to obtain such waivers.

In addition, our indentures place certain limitations on our ability to incur ~~indebtedness~~debt. Under ~~these~~our indentures, we are generally able to incur ~~indebtedness~~debt that otherwise may be restricted, provided that we meet a minimum fixed charge coverage ratio, as defined. If we were to fall below the minimum fixed charge coverage ratio, our ability to incur additional ~~indebtedness~~debt could be limited and subject to other applicable exceptions contained in the indentures, and the options available to us to refinance our existing ~~indebtedness~~debt could be restricted.

Additionally, our failure to comply with covenants in our debt instruments could result in an event of default, which, if not cured or waived, could have a material adverse effect on us and could result in the acceleration of required repayments of some or all of then-outstanding debt and an inability to make debt service payments.

A change in our current tax-exempt status, ~~and~~or that of certain of our subsidiaries, could reduce our cash flows and have a material adverse effect on our operations and our ability to meet our financial obligations.

Based on current interpretation of the Internal Revenue Code of 1986, as amended, we, the Mohegan Tribe and certain of our subsidiaries are not subject to United States federal income taxes. However, we can provide no assurance that Congress or the Internal Revenue Service will not reverse or modify the exemption for Indian tribes from United States federal income taxation. A change in the tax law could have a material adverse effect on our financial performance.

Weakness or downturn in the United States, Canadian or South Korean economies and fluctuations in exchange rates could negatively impact our financial performance

During periods of economic contraction, our revenues may decline while some of our costs remain fixed, resulting in lower earnings since gaming and other leisure activities that we offer are discretionary in nature and participation in such activities may decline during economic downturns since consumers have less disposable income. Even an uncertain economic outlook may adversely affect spending at our properties since consumers may spend less in anticipation of a potential economic downturn.

Economic recessions negatively impact consumer confidence and the amount of consumer spending. Economic conditions such as a prolonged regional, national or global economic downturn or slow growth, including periods of increased inflation, rising unemployment, tax rates, interest rates, energy and gasoline prices or declining consumer confidence could also reduce consumer spending. Reduced consumer spending has resulted and may continue to result in an adverse impact on our business, financial condition and operating results. Furthermore, uncertainty and adverse changes in the economy could also increase the cost and reduce the availability of sources of financing, which could have a material adverse impact on our financial condition

~~Weakness~~and oroperating ~~downturn~~results. inIf ~~the~~adverse ~~United~~economic ~~States~~conditions continue or ~~Canadian~~worsen, ~~economies~~our business, assets, financial condition and results of operations could ~~negatively~~continue ~~impact~~to ~~our~~be ~~financial~~affected ~~performance~~adversely.

~~During~~In ~~periods of economic contraction~~addition, our ~~revenues~~operations ~~may decrease while some of our costs remain fixed, resulting~~ in ~~decreased~~Canada ~~earnings since gaming~~ and ~~other~~South ~~leisure~~Korea ~~activities that we offer~~ are ~~discretionary~~conducted ~~expenditures and participation~~ in ~~such~~the ~~activities~~respective ~~may~~local ~~decline during economic downturns because consumers have less disposable income~~currency. ~~Even~~Accordingly, anfluctuations ~~uncertain~~in ~~economic~~exchange ~~outlook~~rates may adversely affect ~~consumer spending in~~ our ~~gaming~~financial ~~operations and related facilities, because consumers spend less in anticipation of a potential economic downturn~~results.

~~Economic~~Our ~~recessions~~diversification ~~negatively~~efforts impact consumer confidence and the amount of consumer spending. Economic conditions such as a prolonged regional, national or global economic downturn or slow growth, including periods of increased inflation, rising unemployment levels, tax rates, interest rates, energy and gasoline prices or declining consumer confidence could also reduce consumer spending. Reduced consumer spending has resulted and may ~~continue~~not to result in an adverse impact on our business, financial condition and operating results. Furthermore, uncertainty and adverse changes in the economy could also increase the cost and reduce the availability of sources of financing, which could have a material adverse impact on our financial condition and operating results. If adverse economic conditions continue or worsen, our business, assets, financial condition and results of operations could continue to be ~~affected adversely.~~ successful

~~Our~~We ~~diversification~~receive and evaluate various opportunities to diversify our business interests. These opportunities primarily include the development and/or management of, investment in or ownership of other gaming and entertainment enterprises through direct investments, acquisitions, joint venture arrangements and loan transactions. In addition to the opportunities we are currently pursuing, we are evaluating other opportunities in various jurisdictions. These efforts may require various levels of regulatory or legislative approval and may require the commitment of financial and capital resources. Failure to receive such approvals or to obtain or generate sufficient funds to meet such financial or capital requirements may result in the termination of the respective project. In addition, our diversification initiatives may not generate the expected (or any) returns on our investments. Furthermore, there can be ~~successful~~no assurance that we will continue to pursue any of the diversification initiatives we are pursuing or evaluating or that any of them will be consummated.

WeThe ~~receive~~non-impairment ~~and~~provision ~~evaluate various opportunities to diversify our business interests. These opportunities primarily include the development and/or management~~ of, ~~investment in, or ownership of other gaming or other entertainment enterprises through direct investments, acquisitions, joint venture arrangements and loan transactions. In addition to~~ the ~~opportunities~~Mohegan weTribe's ~~are~~Constitution ~~currently~~is ~~pursuing,~~subject we are evaluating other opportunities in various jurisdictions. These efforts may require various levels of regulatory or legislative approval, and may require the commitment of financial and capital resources, and a failure to achieve any such approval or to obtain or generate sufficient funds to meet such financial or capital requirements may result in the termination of the respective project. In addition, our diversification initiatives may not generate the expected (or any) returns on our investments. Additionally, there can be no assurance that we will continue to pursue any of the diversification initiatives we are pursuing or evaluating, or that any of them will be consummated. change

The non-impairment provision of the Mohegan Tribe's Constitution is subject to change.

Unlike states, the Mohegan Tribe is not subject to the United States Constitution's provision restricting governmental impairment of contracts. The Mohegan Tribe's Constitution currently has a provision that prohibits the Mohegan Tribe from enacting any law that would impair the obligations of contracts entered into in furtherance of the development, construction, operation and promotion of gaming on tribal lands. However, this provision could be amended by a vote of 75% of the Mohegan Tribe's registered voters to rescind the restriction on impairment of the obligation of such contracts.

We and ~~the~~our ~~Guarantors~~guarantor subsidiaries are controlled by a tribal government and may not necessarily be operated in the same way as if we and they were privately owned for-profit businesses.

We and ~~the~~our ~~guarantors~~guarantor subsidiaries are subject to control by the Mohegan Tribe. Our Management Board is comprised of the same nine members as the Mohegan Tribal Council, the governing body of the Mohegan Tribe with legislative and executive authority. As a sovereign government, the Mohegan Tribe is governed by officials elected by tribal members who have a responsibility for the general welfare of all members of the Mohegan Tribe. In making decisions relative to us and ~~the~~our guarantors, these officials may consider the interests of their electorate, instead of pure economic or other business factors.

WeControl ~~may~~deficiencies becould ~~subject~~prevent tous ~~material~~from ~~environmental~~accurately ~~liability, including as a result of possible incomplete remediation of known environmental hazards~~ and ~~the~~timely ~~existence~~reporting ofour ~~unknown~~financial ~~environmental hazards.~~ results

~~Our~~We ~~properties~~may ~~and~~identify ~~operations~~deficiencies ~~are~~in ~~subject~~our tointernal acontrol ~~wide~~over ~~range~~financial ofreporting ~~federal,~~in ~~state~~the future, ~~local~~including ~~and~~significant ~~tribal~~deficiencies ~~environmental laws~~ and ~~regulations~~material ~~governing,~~weaknesses. ~~among~~A ~~other~~“significant ~~things,~~deficiency” ~~air~~is ~~emissions,~~a ~~wastewater discharges~~deficiency, ~~the~~or ~~use,~~a ~~management~~combination ~~and disposal~~ of, ~~or exposure to~~deficiencies, ~~hazardous~~in ~~and~~internal ~~non-hazardous~~control ~~materials~~over ~~and~~financial ~~wastes,~~reporting ~~and~~that ~~the~~is ~~clean-up~~less ofsevere ~~contamination.~~than ~~Noncompliance~~a ~~with~~material ~~such~~weakness, ~~laws~~yet ~~and~~important ~~regulations,~~enough ~~and~~to ~~past~~merit orattention ~~future~~by ~~activities~~those ~~resulting~~responsible infor ~~environmental~~oversight ~~releases,~~of ~~could~~a ~~affect~~company’s ~~our~~financial ~~operations~~reporting. orA ~~could~~"material ~~cause~~weakness" usis toa ~~incur~~deficiency, ~~substantial~~or ~~costs,~~a ~~including~~combination ~~clean-up~~of ~~costs~~deficiencies, ~~fines~~in ~~and~~internal ~~penalties,~~control orover ~~investments~~financial toreporting ~~retrofit~~such orthat ~~upgrade~~there ~~our~~is ~~facilities~~a ~~and~~reasonable ~~programs.~~possibility Inthat ~~addition,~~a ~~should~~material ~~unknown~~misstatement ~~contamination~~of bea ~~discovered~~company’s onannual ~~our~~or ~~properties,~~interim orfinancial ~~should~~statements awill ~~release~~not ofbe ~~hazardous~~prevented ~~material~~or ~~occur~~detected on ~~our~~a ~~properties,~~timely webasis. ~~could~~A bedeficiency ~~required~~in tointernal ~~investigate~~control ~~and~~exists ~~clean~~when up the ~~contamination~~design ~~and~~or ~~could~~operation ~~also~~of bea ~~held~~control ~~responsible~~does tonot aallow ~~governmental~~management ~~entity~~ or ~~third parties for personal injury~~employees, ~~property~~in ~~damage~~the ornormal ~~investigation~~course ~~and~~of ~~cleanup~~performing ~~costs,~~their ~~which~~assigned ~~may be substantial. Moreover~~functions, ~~such~~to ~~contamination~~prevent ~~may~~or ~~also~~detect ~~impair~~misstatements ~~the~~on ~~use~~a ortimely ~~value~~basis. ofOur ~~the~~failure ~~affected~~to ~~property. Liability~~identify ~~for~~deficiencies ~~contamination~~in ~~could~~our beinternal ~~joint~~control ~~and~~over ~~several~~financial reporting in ~~nature,~~a ~~and~~timely inmanner ~~many~~or ~~instances~~remediate ~~can~~any bedeficiencies, ~~imposed~~or onidentify ~~the~~material ~~owner~~weaknesses or ~~operator~~significant ofdeficiencies ~~property~~in ~~regardless~~the offuture, ~~whether~~could itprevent isus ~~responsible~~from ~~for~~accurately ~~creating~~and ~~the~~timely ~~contamination~~reporting orour isfinancial ~~otherwise at fault~~results.

We may be subject to material environmental liability resulting from possible incomplete remediation of known environmental hazards or the existence of unknown environmental hazards

Our properties and operations are subject to a wide range of federal, state, local and tribal environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use, management and disposal of, or exposure to, hazardous and non-hazardous materials and wastes and the clean-up of contamination. Noncompliance with such laws and regulations, as well as past or future activities resulting in environmental releases, could affect our operations or could cause us to incur substantial costs, including clean-up costs, fines and penalties or investments to retrofit or upgrade our properties.

In addition, should unknown contamination be discovered on our properties or should a release of hazardous material occur on our properties, we could be required to investigate and clean up such contamination and could also be held responsible to a governmental entity or third parties for personal injury, property damage or investigation and cleanup costs, which may be substantial. Moreover, such contamination may also impair the use or value of the affected property. Liability for contamination can be joint and several in nature and in many instances can be imposed on the owner or operator of property regardless of whether such owner or operator is responsible for creating the contamination or is otherwise at fault.

At both ~~our~~ Mohegan Sun and Mohegan ~~Sun Pocono properties~~Pennsylvania, investigations and remedial actions have been successfully undertaken to address significant site contamination resulting from historical operations. The site on which Mohegan Sun is located was formerly occupied by United Nuclear Corporation, a naval products manufacturer of, among other things, nuclear reactor fuel components. Prior to the decommissioning of the United Nuclear Corporation facilities on the site, extensive investigations were completed and contaminated soils were remediated to applicable standards. Prior to us taking possession of the ~~property and the development of Mohegan Sun~~site, ~~the~~it ~~site~~ was determined to be safe for general public use. In addition, prior to acquiring Mohegan ~~Sun Pocono~~Pennsylvania, we conducted an extensive environmental investigation ~~of the Pocono facilities~~. During the course of ~~that~~the investigation, we identified several environmental conditions that required corrective actions to bring the property into compliance with applicable laws and regulations. These remedial actions, including an ongoing monitoring program for the portion of the property that was formerly used as a solid waste landfill, were addressed as part of a comprehensive plan that was fully implemented by ~~Downs Racing by~~ July 2008.

Notwithstanding the foregoing, we can provide no assurance that:

•any environmental reports or studies prepared with respect to these sites, or, any other properties owned or operated by us, revealed all environmental liabilities;

•prior owners or tenants did not create any material environmental condition not presently known to us that may be discovered in the future;

•future laws, ordinances or regulations will not impose any material environmental liability with regard to existing conditions or operations; or

•a material environmental condition does not otherwise exist on any site.

Any of the above could have a material adverse effect on our operating results and ability to meet our financial obligations.

Our business could be affected by ~~weather-related~~a ~~factors.~~variety of uncontrollable events that could impact our operations

Our ~~results of~~ operations could be adversely affected by ~~weather-related~~a variety of factors beyond our control, ~~such~~including health concerns (as ~~hurricanes~~has ~~and~~been ~~blizzards~~the case with COVID-19 and ~~other~~could ~~unfavorable~~occur ~~winter~~in the event of future health outbreaks and pandemics), adverse weather conditions. ~~Such~~arising from short-term weather ~~conditions~~patterns ~~may~~or ~~discourage~~long-term ~~potential~~climate ~~patrons~~change, ~~from~~catastrophic ~~traveling~~events or ~~may~~natural ~~deter~~disasters (such as excessive heat or ~~prevent~~rain, ~~patrons~~hurricanes, ~~from~~typhoons, ~~reaching~~floods, ~~our~~droughts, ~~facilities.~~tsunamis Ifand ~~this~~earthquakes), ~~occurs~~international, itpolitical ~~could~~or ~~have~~military adevelopments ~~material~~(including ~~adverse~~social ~~effect~~unrest) onand ~~our~~terrorist ~~operating~~attacks. ~~results~~These events and others may also inhibit our ability to ~~meet~~provide our ~~financial~~amenities ~~obligations~~and services or to obtain insurance coverage with respect to certain of these events. In addition, the costs of protecting against such incidents could reduce the profitability of our operations.

Our table games business is subject to volatility ~~which could adversely affect our financial condition.~~

Table gaming, especially high-end table gaming, is more volatile than other forms of gaming, and variances in table games hold percentage may have a positive or negative impact on our quarterly revenues and operating results. Negative variations in quarterly revenues and operating results could adversely affect our financial condition.

Energy and fuel price increases may adversely affect our business and results of operations.

Our properties use significant amounts of electricity, natural gas and other forms of energy. Increases in the cost of any of our sources of energy may negatively affect our results of operations. In addition, energy and fuel price increases could negatively impact our business and results of operations by making it difficult for potential ~~patrons~~customers to travel to our properties or by causing ~~patrons~~customers who do visit our properties to ~~decrease~~reduce their spending due to a reduction in disposable income.

Our information technology and other systems are subject to cyber security risks, including misappropriation of ~~patron~~customer information or other breaches of information security.

We rely upon sophisticated information technology networks, systems and infrastructure, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Additionally, we collect and store sensitive data, including proprietary business information. Despite security measures, our information technology networks, systems and infrastructure may be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters or other catastrophic events. Likewise, data privacy or security breaches by employees and others with permitted access to our systems, including in some cases third parties to which we may outsource certain business functions, may pose a risk that sensitive data, including intellectual property or personal information, may be exposed to unauthorized persons or to the public. Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise information belonging to us and our ~~patrons~~customers and suppliers, and expose us to liability which could adversely impact our business and/or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm.

AnImpairment ~~impairment~~ of our intangible assets could adversely affect our financial condition.

In accordance with authoritative guidance issued by the Financial Accounting Standards Board pertaining to intangible assets, we assess our intangible assets at least annually for impairment by comparing their fair value to their carrying value. Fair value is estimated utilizing a discounted cash flow method. As of September 30, ~~2021~~ 2022, we assessed our intangible assets for impairment and determined that no impairment existed. The evaluation of intangible assets for impairment requires the use of estimates about future cash flows to determine the estimated fair value of the reporting unit. Such estimates are, by their nature, subjective. Actual results may differ materially from our estimates and could result in impairment charges in the future. In the event that the carrying value of our intangible assets exceeds their fair value in a future period, the intangible assets would be impaired and subject to a non-cash write-down, which could have a material adverse impact on our financial condition.

We are subject to risks associated with doing business outside of the United States.

With the ~~MGE~~ Niagara Resorts, ~~Project~~ Inspire Korea and other potential projects outside of the United States, we have operations outside of the United States that are subject to risks that are inherent in conducting business under non-United States laws, regulations and customs. In particular, the risks associated with the ~~MGE~~ Niagara Resorts, ~~Project~~ Inspire Korea or other operations that we may engage in other foreign jurisdictions, include:

•changes in laws and policies that govern operations of companies in Canada, South Korea or other foreign jurisdictions;

• changes in non-United States government programs;

•possible failure by our employees or agents to comply with anti-bribery laws such as the United States Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

•general economic conditions and policies in such jurisdictions, including restrictions on travel and currency movements;

• difficulty in establishing, staffing and managing non-United States operations;

• different labor regulations;

• changes in environmental, health and safety laws;

• outbreaks of diseases or epidemics;

• potentially negative consequences from changes in or interpretations of tax laws;

• political instability and actual or anticipated military and political conflicts;

• economic instability and inflation, recession or interest rate or exchange rate fluctuations; and

• uncertainties regarding judicial systems and procedures.

Any of the above risks could have an adverse effect on our results of operations and financial condition. We are also exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates. If the United States dollar strengthens in relation to the currencies of other countries, our United States dollar reported income from sources where ~~revenue~~revenues isare denominated in the currencies of other such countries will decrease.

Any violation of the United States Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us.

A portion of our ~~revenue~~revenues ~~may~~are be derived from operations outside of the United States, which exposes us to complex United States and foreign regulations inherent in doing cross-border business and in each of the countries in which we transact business. We are subject to compliance with the United States Foreign Corrupt Practices Act and other similar anti-corruption laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. While our employees and agents are required to comply with these laws, we can provide no assurance that our internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. Violations of these laws by us or any of our ventures may result in severe criminal and civil sanctions and other penalties against us, as the Securities and Exchange Commission and United States Department of Justice continue to vigorously pursue enforcement of the United States Foreign Corrupt Practices Act. The occurrence or allegation of any such violation may adversely affect our business, performance, prospects, value, financial condition and results of operations.

Item 1B. Unresolved Staff Comments.

None.

2423

Item 2. Properties.

Property	Location	Opening Year	Casino Square Footage	Slot Machines	Table Games	Hotel Rooms	Food & Beverage and Retail Outlets	Primary Entertainment Venue (Seats)
Owned
Mohegan Sun	Uncasville, CT	1996	~~300~~310,000	3,~~850~~650	~~235~~250	1,~~560~~562	7683	10,000
Mohegan Sun Pocono	Wilkes-Barre, PA	2006	95,000	1,700	65	240	15	1,500
Mohegan Pennsylvania	Wilkes-Barre, PA	2006	95,000	1,700	65	237	18	1,500
Project Inspire (1)	Incheon, South Korea	2023	260,000	700	150	1,275	70	15,000
Inspire Korea (1)	Incheon, South Korea	2023	260,000	700	150	1,275	70	15,000
Operated/Managed
Niagara Fallsview Casino Resort	Niagara Falls, ON	2004	160,000	3,550	145	370	33	5,000
Fallsview Casino Resort	Niagara Falls, ON	2004	160,000	3,500	120	372	41	5,000
Casino Niagara	Niagara Falls, ON	1996	70,000	1,~~450~~400	4530	N.A.	42	N.A.
Mohegan Sun Casino Las Vegas	Las Vegas, NV	2021	60,000	600	45	1,500	22	4,500
Mohegan Casino Las Vegas	Las Vegas, NV	2021	60,000	600	45	1,504	22	4,500
ilani Casino Resort	La Center, WA	2017	110,000	2,750	75	N.A.	15	2,550
Resorts Casino Hotel (2)	Atlantic City, NJ	1978	80,000	1,~~400~~350	7075	~~940~~942	22	1,250
			1,135,000	16,000	830	5,885	257	39,800
			1,145,000	15,650	810	5,892	273	39,800

_________

(1) Estimated.

(2)10% ownership.

N.A. Not Applicable.

Item 3. Legal Proceedings.

AsWe ~~previously~~are ~~reported, in August 2019,~~ a ~~gaming~~defendant ~~operator~~ in avarious ~~neighboring~~claims ~~state~~and ~~filed~~legal aactions ~~lawsuit~~resulting infrom ~~federal~~our ~~court~~normal incourse ~~the District~~ of ~~Columbia~~business. ~~against~~We ~~the~~believe ~~United States Department of~~ the ~~Interior~~aggregate liability, ~~the~~if ~~Secretary of the Interior and other staff~~any, ~~challenging~~arising ~~federal~~from ~~approvals~~such oflegal ~~2017~~actions ~~amendments~~will tonot ~~the~~have ~~Mohegan Compact and MOU and substantially similar agreements between the MPT and the State of Connecticut related to~~ a ~~casino~~material ~~project~~impact inon ~~East~~our ~~Windsor,~~financial ~~Connecticut. The Mohegan Tribe~~position, ~~State~~results of ~~Connecticut~~operations ~~and~~or ~~MPT~~cash ~~subsequently intervened in that lawsuit~~flows. ~~In June 2021, that case was voluntarily dismissed by the plaintiff.~~

Item 4. Mine Safety Disclosures.

Not applicable.

2524

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

We have not issued or sold any equity securities.

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial position and operating results for the fiscal year ended September 30, 2022 should be read in conjunction with ~~Item 1.~~our ~~Business~~Financial Statements and ~~our~~the ~~consolidated~~notes ~~financial~~thereto ~~statements~~ and ~~related~~other ~~notes~~financial ~~beginning~~information onincluded ~~page~~elsewhere ~~F-1~~in to this Annual Report on Form 10-K.

~~For~~The astatements in this discussion ofregarding our ~~results~~expectations ofrelated ~~operations~~to ~~comparison~~our ~~for~~future ~~the~~performance, ~~fiscal~~liquidity ~~years~~and ~~ended~~capital ~~September 30~~resources, ~~2020~~ and ~~2019,~~other ~~refer~~non-historical statements are forward-looking statements. These forward-looking statements are subject to ~~our~~numerous ~~Annual~~risks ~~Report~~and onuncertainties. ~~Form~~Our ~~10-K~~actual ~~for~~results ~~the~~may ~~fiscal~~differ ~~year~~materially ~~ended~~from ~~September~~those ~~30,~~contained ~~2020,~~in ~~filed~~or ~~with~~implied ~~the~~by ~~Securities~~any ~~and~~forward-looking ~~Exchange~~statements. ~~Commission~~See on“Cautionary ~~December~~Note ~~29,~~Regarding ~~2020~~Forward-Looking Statements” within this Annual Report on Form 10-K.

For a discussion of the comparison of our financial position and operating results for the fiscal years ended September 30, 2021 and 2020, refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission on December 16, 2021.

Impact of the COVID-19 Pandemic

•the duration of COVID-19 or the extent of any resurgence or variants of COVID-19 in areas where we operate or where our customers are located;

•the manner in which our ~~guests~~customers, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures ~~taken~~we ~~by us~~implemented;

•new information that may emerge concerning the severity of COVID-19 and the actions to contain or treat it;

•general, local or national economic conditions; and

•consumer confidence.

Accordingly, we cannot reasonably estimate the extent to which COVID-19 will further impact our future financial condition, results of operations and cash flows.

We could experience other potential adverse impacts as a result of COVID-19, including, but not limited to, charges from further adjustments to the carrying value of ~~its~~our intangible assets, as well as other long-lived asset impairment charges. Actual results may differ materially from our current estimates as the scope of COVID-19 evolves, depending largely, but not exclusively, on the duration and extent of ~~our~~any business disruptions.

27Discussion of Consolidated Operating Results

~~Results~~The ofmost ~~Operations~~significant factors and trends that impacted our operating and financial performance during fiscal 2022 were as follows:

~~Summary~~•relatively ~~Operating~~full ~~Results~~periods of operations at our properties;

~~The~~•a ~~following~~return ~~table~~to ~~summarizes~~relatively ~~our~~normal ~~results~~operating onconditions aat ~~segment~~our ~~basis~~properties; ~~(in~~and ~~thousands):~~

	For the Fiscal Years Ended September 30,
							Variance		Percentage Variance
	2021		2020		2019		21 vs. 20		21 vs. 20
Net revenues:
Mohegan Sun	$	816,376	$	715,674	$	992,043	$	100,702	14.1	%
Mohegan Sun Pocono	221,479		181,160		251,054		40,319		22.3	%
MGE Niagara Resorts	99,202		180,025		112,525		(80,823)		(44.9)	%
Management, development and other	70,009		37,189		33,349		32,820		88.3	%
All other	18,780		—		—		18,780		100.0	%
Corporate	3,247		741		1,001		2,506		338.2	%
Inter-segment	(260)		173		(1,162)		(433)		N.M.
Total	$	1,228,833	$	1,114,962	$	1,388,810	$	113,871	10.2	%
Income (loss) from operations:
Mohegan Sun	$	202,311	$	128,449	$	156,276	$	73,862	57.5	%
Mohegan Sun Pocono (1)	32,534		(115,073)		(5,253)		147,607		N.M.
MGE Niagara Resorts	(22,638)		(24,676)		7,368		2,038		8.3	%
Management, development and other	17,162		1,585		1,152		15,577		982.8	%
All other	(1,534)		—		—		(1,534)		(100.0)	%
Corporate	(43,358)		(23,439)		(22,161)		(19,919)		(85.0)	%
Inter-segment	(20)		(63)		(920)		43		68.3	%
Total	$	184,457	$	(33,217)	$	136,462	$	217,674	N.M.
Net income loss attributable to Mohegan Tribal Gaming Authority (1)	$	6,731	$	(162,155)	$	(2,545)	$	168,886	N.M.

•impairment charges related to Inspire Korea.

~~__________~~25

(1)Includes a $126.6 million impairment charge related to Mohegan Sun Pocono's intangible assets in fiscal 2020 and a $39.5 million impairment charge related to Mohegan Sun Pocono's goodwill in fiscal 2019.


Consolidated Operating Results

	For the Fiscal Years Ended September 30,						Variance 2022 vs. 2021
(in thousands)	2022		2021		2020		$		%
Net revenues:
Gaming	$	1,122,864	$	910,378	$	799,647	$	212,486	23.3	%
Food and beverage	134,724		73,631		103,678		61,093		83.0	%
Hotel	115,828		84,307		69,113		31,521		37.4	%
Retail, entertainment and other	217,095		160,517		142,524		56,578		35.2	%
Net revenues	$	1,590,511	$	1,228,833	$	1,114,962	361,678		29.4	%

Operating costs and expenses:
Gaming	$	573,561	$	470,723	$	444,875	$	102,838	21.8	%
Food and beverage	111,379		63,414		91,662		47,965		75.6	%
Hotel	47,689		36,097		35,578		11,592		32.1	%
Retail, entertainment and other revenue	79,289		38,390		54,020		40,899		106.5	%
Advertising, general and administrative	309,160		231,084		226,588		78,076		33.8	%
Corporate	65,034		61,301		44,177		3,733		6.1	%
Depreciation and amortization	102,625		105,335		109,067		(2,710)		(2.6)	%
Impairment of tangible assets	23,565		—		—		23,565		N.M.
Impairment of intangible assets	12,869		—		126,596		12,869		N.M.
Other, net	19,106		38,032		15,616		(18,926)		(49.8)	%
Total operating costs and expenses	$	1,344,277	$	1,044,376	$	1,148,179	299,901		28.7	%

~~N.M. - Not Meaningful.~~_________

~~The~~(N.M.) Not ~~most significant factors and trends that impacted our operating and financial performance in fiscal 2021 were as follows:~~Meaningful.

•a relatively full fiscal year of operations at most of our properties;


Segment Operating Results

	For the Fiscal Years Ended September 30,						Variance 2022 vs. 2021
(in thousands)	2022		2021		2020		$		%
Net revenues:
Mohegan Sun	$	940,282	$	816,376	$	715,674	$	123,906	15.2	%
Mohegan Pennsylvania	257,840		221,479		181,160		36,361		16.4	%
Niagara Resorts	279,263		99,202		180,025		180,061		181.5	%
Management, development and other	62,221		70,009		37,189		(7,788)		(11.1)	%
All other	54,619		18,780		—		35,839		190.8	%
Corporate	575		3,247		741		(2,672)		(82.3)	%
Inter-segment	(4,289)		(260)		173		(4,029)		N.M.
Net revenues	$	1,590,511	$	1,228,833	$	1,114,962	361,678		29.4	%

Operating costs and expenses:
Mohegan Sun	$	726,628	$	614,065	$	587,225	$	112,563	18.3	%
Mohegan Pennsylvania	213,884		188,945		296,233		24,939		13.2	%
Niagara Resorts	240,371		121,840		204,701		118,531		97.3	%
Management, development and other	78,169		52,847		35,604		25,322		47.9	%
All other	47,461		20,314		—		27,147		133.6	%
Corporate	42,113		46,605		24,180		(4,492)		(9.6)	%
Inter-segment	(4,349)		(240)		236		(4,109)		N.M.
Total operating costs and expenses	$	1,344,277	$	1,044,376	$	1,148,179	299,901		28.7	%

_________

~~•COVID-19~~(N.M.) Not ~~related capacity restrictions at our properties;~~Meaningful.

~~•cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19;~~ 26

•higher management fees earned;

•higher interest expense; and

•an approximately $24 million non-operating loss on modification and early extinguishment of debt principally related to our January 2021 refinancing transactions.

The most significant factors and trends that impacted our operating and financial performance in fiscal 2020 were as follows:

•the outbreak of COVID-19 and the resulting temporary closures of our properties;

•cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19;

•the acquisition of the MGE Niagara Resorts;

•competitive gaming markets; and

•a $126.6 million impairment charge related to Mohegan Sun Pocono's intangible assets.

Mohegan Sun

Revenues

Net revenues increased $~~100~~123.79 million, or 1415.12%, ~~to $816.4 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$715.7 million in~~ the prior fiscal year. ~~The~~This ~~growth~~increase inwas ~~net~~primarily driven by higher non-gaming revenues ~~primarily~~which ~~resulted~~benefited from ~~increases~~strong inoverall ~~slot~~business ~~and~~volumes ~~table~~reflecting ~~game~~a ~~revenues~~return ~~driven~~to byrelatively ~~higher~~normal ~~overall~~operating ~~gaming~~conditions ~~volumes,~~compared ~~combined~~ with ~~higher~~the ~~hotel~~prior ~~revenues~~fiscal ~~reflecting~~year, ~~increased~~which ~~occupancy~~was ~~from~~negatively ~~casino~~impacted ~~patrons~~by ~~and~~various ~~higher~~COVID-19 ~~paying~~restrictions. ~~transient~~Overall ~~guests.~~non-gaming ~~These~~revenues ~~results~~also benefited from a full ~~fiscal~~entertainment ~~year~~calendar ofcompared ~~operations~~with atthe ~~Mohegan~~prior ~~Sun.~~fiscal ~~Mohegan~~year ~~Sun~~in ~~temporarily~~which ~~closed,~~the ~~effective~~Mohegan ~~March~~Sun ~~18,~~Arena ~~2020,~~was ~~following~~partially ~~the~~closed ~~outbreak~~due ofto COVID-19,. ~~and~~In ~~reopened~~addition, to the ~~public~~growth onin ~~June~~net ~~1, 2020. Net~~ revenues ~~were~~reflected ~~negatively~~higher ~~impacted~~gaming byrevenues. ~~various~~Slot ~~COVID-19~~revenues ~~related~~increased ~~capacity~~principally ~~restrictions~~due atto ~~Mohegan~~higher ~~Sun~~slot handle, ~~most~~while ofthe ~~which~~growth ~~were~~in ~~fully~~table ~~removed~~game onrevenues ~~May~~reflected ~~19,~~higher ~~2021~~hold percentage.

Operating Costs and Expenses

Operating costs and expenses increased $26112.96 million, or 418.63%, ~~to $614.1 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$587.2 million in~~ the prior fiscal year. This increase primarily reflected higher overall operating costs and expenses commensurate with the increase in net revenues and return to relatively normal operating conditions, ~~partially~~including ~~offset~~increased bypayroll ~~various~~costs, cost ~~saving~~of goods sold and ~~expense~~direct ~~management~~entertainment ~~initiatives~~expenses, as well as higher costs related to ~~mitigate~~advertising, ~~the~~utilities and certain other administrative services. The increase in operating costs and ~~financial~~expenses ~~impact~~was ofalso ~~COVID-19.~~driven by higher slot win contribution.

Mohegan ~~Sun Pocono~~Pennsylvania

Revenues

Net revenues increased $4036.34 million, or 2216.24%, ~~to $221.5 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$181.2 million in~~ the prior fiscal year. ~~The~~This increase ~~in net revenues~~ was primarily ~~driven~~due byto higher ~~overall~~slot ~~gaming~~ revenues ~~which~~driven ~~benefited~~by ~~from~~increased aslot ~~relatively~~handle, ~~full~~as ~~fiscal~~well ~~year~~as ofhigher ~~operations~~non-gaming ~~at Mohegan Sun Pocono~~revenues. ~~The~~In ~~increase~~general, inthese ~~gaming~~results ~~revenues~~were ~~also~~driven ~~reflected~~by strong ~~interactive~~overall ~~gaming~~ business. ~~Mohegan~~volumes ~~Sun~~reflecting ~~Pocono~~a ~~temporarily~~return ~~closed,~~to ~~effective~~relatively ~~March~~normal ~~18,~~operating ~~2020,~~conditions ~~following~~compared ~~the~~with ~~outbreak of COVID-19, and reopened to~~ the ~~public~~prior onfiscal ~~June 22~~year, ~~2020.~~which ~~Mohegan Sun Pocono~~ was ~~again temporarily closed from December 12, 2020, through January 3, 2021, due to a resurgence of COVID-19 at that time. Net revenues were~~ negatively impacted by various COVID-19 ~~related capacity~~ restrictions atand ~~Mohegan~~the ~~Sun~~temporary ~~Pocono,~~closure ~~most~~ of ~~which~~Mohegan ~~were~~Pennsylvania ~~fully~~from ~~removed~~December on12, ~~May 31~~2020, through January 3, 2021.

Operating Costs and Expenses

Operating costs and expenses ~~decreased~~increased $~~107~~24.39 million, or 3613.2%, ~~to $188.9 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$296.2 million in~~ the prior fiscal year. This ~~reduction~~increase primarily reflected ~~the~~higher ~~impact~~Pennsylvania ofslot amachine ~~$126.6~~tax ~~million~~expenses ~~impairment~~driven ~~charge~~by ~~related~~the toincrease ~~Mohegan Sun Pocono’s various gaming licenses that was recorded~~ in ~~the~~slot ~~prior year~~revenues, combined with ~~various~~higher ~~cost~~overall ~~saving~~operating costs and ~~expense~~expenses ~~management~~commensurate ~~initiatives~~with ~~to mitigate~~ the ~~operating~~return ~~and~~to ~~financial~~relatively ~~impact~~normal ofoperating ~~COVID-19~~conditions.

~~MGE~~ Niagara Resorts

Revenues

Net revenues ~~decreased~~increased $80180.81 million, or 44181.95%, ~~to $99.2 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$180.0 million in~~ the prior fiscal year. ~~These~~This ~~results~~increase ~~reflect~~reflected ~~the~~a ~~temporary~~relatively ~~closure~~full year of operations and a return to fairly normal operating conditions compared with the ~~MGE~~prior fiscal year. The Niagara Resorts, were temporarily closed effective March 18, 2020, following the outbreak of COVID-19, and reopened on July 23, 2021 under various COVID-19 related restrictions. The ~~MGE~~ Niagara Resorts ~~reopened~~were totemporarily ~~the~~closed ~~public~~again onfrom ~~July~~January 235, ~~2021~~2022, ~~under~~through ~~various~~January 30, 2022, due to a resurgence of COVID-19 ~~related~~at ~~capacity~~that ~~restrictions~~time.

Operating Costs and Expenses

Operating costs and expenses ~~decreased~~increased $82118.95 million, or 4097.53%, ~~to $121.8 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$204.7 million in~~ the prior fiscal year. ~~These~~This ~~results~~increase ~~reflect~~primarily ~~reduced~~reflected ~~overall~~higher operating costs and expenses ~~due~~commensurate towith the ~~temporary~~growth ~~closure~~in ofnet ~~the~~revenues, ~~MGE~~combined ~~Niagara~~with ~~Resorts~~higher overall costs and expenses associated with a relatively full year of operations.

Management, Development and Other

Revenues

Net revenues ~~increased~~decreased $327.8 million, or 8811.21%, ~~to $70.0 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$37.2 million in~~ the prior fiscal year. ~~The~~This ~~increase~~decline ~~in net revenues~~ was ~~due~~primarily todriven ~~higher~~by lower management fees from ilani Casino Resort, ~~driven~~combined bywith ~~strong performance at~~ the ~~property,~~impact ~~combined~~of ~~with~~non-recurring management fees ~~earned~~associated ~~in connection~~ with our prior management agreement with Paragon Casino Resort.

Operating Costs and Expenses

Operating costs and expenses increased $1725.23 million, or 4847.39%, ~~to $52.8 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$35.6 million in~~ the prior fiscal year. ~~The~~As ~~increase~~described in ~~operating~~Note 4 ~~costs~~ and ~~expenses~~Note 5, this increase was primarily driven by ~~higher~~$36.4 ~~pre-opening~~million ~~costs~~in ~~and~~impairment ~~expenses~~charges related to ~~Project~~ Inspire Korea, ~~combined~~partially ~~with~~offset ~~higher~~by ~~payroll~~lower pre-opening costs. and expenses related to Inspire Korea.

All Other

Revenues

Net revenues ~~totaled~~increased $1835.8 million, or 190.8%, for the fiscal year ended September 30, 2022 ~~2021~~compared with the prior fiscal year. ~~These~~This ~~results~~increase ~~represent~~was driven by incremental revenues generated by ~~Mohegan~~our ~~Sun~~online ~~Las~~casino ~~Vegas~~gaming and sports wagering operations in Connecticut, which ~~opened~~commenced toin ~~the~~October ~~public~~2021, onand ~~March~~Mohegan 25Casino Las Vegas, which opened in March 2021.

Operating Costs and Expenses

Operating costs and expenses ~~totaled~~increased $2027.31 million, or 133.6%, for the fiscal year ended September 30, 2022 ~~2021~~compared with the prior fiscal year. ~~These~~This ~~results~~increase ~~represent~~reflected incremental operating costs and expenses associated with our online casino gaming and sports wagering operations in Connecticut and Mohegan ~~Sun~~Casino Las Vegas.

Corporate

Revenues

Net revenues ~~increased~~decreased $2.57 million, or ~~357~~82.13%, ~~to $3.2 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$0.7 million in~~ the prior fiscal year. ~~The~~This ~~increase~~decline inprincipally ~~net~~reflected ~~revenues~~the ~~was~~impact ~~primarily~~of ~~driven~~non-recurring ~~by additional~~ revenues generated by our construction group, ~~which~~in ~~managed~~the aprior ~~construction~~fiscal ~~project at Mohegan Sun on behalf of a third party~~year.

Operating Costs and Expenses

Operating costs and expenses ~~increased~~decreased $~~22.~~4.5 million, or 929.6%, ~~to $46.6 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with ~~$24.2 million in~~ the prior fiscal year. This ~~increase~~decline ~~was~~ primarily ~~driven~~reflected bythe impact of a non-recurring contract termination charge in ~~connection~~the ~~with~~prior afiscal ~~change~~year, inas ~~our~~well ~~sports~~as ~~betting~~non-recurring ~~platform~~construction ~~provider~~related expenses, ~~combined~~partially ~~with~~offset ~~additional~~by ~~construction~~increased ~~related~~payroll ~~expenses~~costs and higher ~~payroll~~costs related to certain other professional and ~~consulting~~administrative ~~costs~~services.

Other Expenses


Other Income (Expense)

	For the Fiscal Years Ended September 30,						Variance 2022 vs. 2021
(in thousands)	2022		2021		2020		$		%
Interest income	$	168	$	123	$	1,754	$	45	36.6	%
Interest expense, net	(206,314)		(171,844)		(134,925)		(34,470)		(20.1)	%
Gain (loss) on modification and early extinguishment of debt	630		(21,793)		(2,888)		22,423		N.M.
Gain on fair value adjustment	43,020		—		—		43,020		N.M.
Other, net	268		10,057		566		(9,789)		(97.3)	%
Income tax benefit (provision)	(8,810)		6,353		6,694		(15,163)		N.M.

_________

~~Other expenses increased $48~~(N.~~0 million, or 35~~M.~~4%,~~) Not ~~to $183~~Meaningful.5 million for the fiscal year ended September 30, 2021, compared with $135.5 million in the prior fiscal year. This increase was primarily driven by higher interest expense, net of capitalized interest, combined with a loss on modification and early extinguishment of debt in connection with our January 2021 refinancing transactions.

Interest expense, net of capitalized interest increased $36.9 million, or 27.4%, to $171.8 million for the fiscal year ended September 30, 2021, compared with $134.9 million in the prior fiscal year. The increase in interest expense, net of capitalized interest was due to higher weighted average interest rate and weighted average outstanding debt, combined with the impact of the capitalization of interest related to Project Inspire in the prior fiscal year. Weighted average interest rate was 8.1% for the fiscal year ended September 30, 2021, compared with 6.8% in the prior fiscal year. Weighted average outstanding debt was $2.12 billion for the fiscal year ended September 30, 2021, compared with $2.08 billion in the prior fiscal year.Expense

OnInterest ~~January~~expense ~~26,~~increased ~~2021~~$34.5 million, weor ~~completed a series of refinancing transactions~~20.1%, ~~including~~for ~~(i)~~ the ~~entry~~fiscal ~~into~~year aended ~~new~~September 30, 2022 ~~senior~~compared ~~secured~~with ~~credit facility (~~the ~~“New Senior Secured Credit Facility”), (ii) issuance of new senior secured notes, (iii) prepayment of our~~ prior ~~senior~~fiscal ~~secured~~year. ~~credit~~This ~~facilities,~~increase ~~(iv)~~was ~~prepayment~~partially ofoffset ~~our~~by ~~Main Street term loan facility and (v) repayment of the Mohegan Tribe subordinated loan. We incurred~~ $2422.03 million in ~~costs~~capitalized ininterest ~~connection~~related ~~with~~to ~~these~~Inspire ~~refinancing transactions~~Korea. ~~Previously~~The ~~deferred~~increase ~~debt~~in ~~issuance~~interest ~~costs~~expense ~~and~~was ~~debt~~due ~~discounts~~to ~~totaling~~higher ~~$23.7~~weighted ~~million~~average ~~and~~interest ~~new~~rate ~~transaction costs of $0.1 million were recorded as a loss on modification~~ and ~~early~~weighted ~~extinguishment~~average ofoutstanding debt. ~~New~~Refer ~~debt~~to ~~issuance~~Note 6 ~~costs~~for ~~totaling~~additional $4information.5 million were capitalized and will be amortized over the term of the related debt. The remaining $19.4 million in new debt issuance costs was reflected as debt discount and will be amortized over the term of the related debt.

Modification and Early Extinguishment of Debt

Loss on modification and early extinguishment of debt in fiscal 2021 primarily represented transaction costs expensed in connection with our January 2021 refinancing transactions.

Fair Value Adjustment

Gain on fair value adjustment was driven by changes in the estimated fair value of the warrants and put option related to Inspire Korea. Refer to Note 6 for additional information.

Other

The reduction in other, net primarily reflected lower COVID-19 related governmental subsidies associated with the Niagara Resorts.

Income Tax

Income tax benefit or provision was primarily driven by taxable losses incurred or taxable income generated by the Niagara Resorts.

Liquidity and Capital Resources

Liquidity

As of September 30, 2022 ~~2021~~ and ~~2020~~2021, we held cash and cash equivalents of $~~149~~164.87 million and $~~112~~149.78 million, respectively, of which the ~~MGE~~ Niagara Resorts held $2537.15 million and $1525.1 million, respectively. As a result of the cash-based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization and impairment charges. Inclusive of letters of credit, which reduce borrowing availability, we had $~~213~~243.70 million of borrowing capacity under our ~~New~~senior ~~Senior~~secured ~~Secured~~credit ~~Credit~~facility ~~Facility~~ and line of credit as of September 30, 2022. In addition, inclusive of letters of credit, which reduce borrowing availability, the Niagara Resorts had $120.1 million of borrowing capacity under the Niagara revolving facility and Niagara swingline facility as of September 30, 2022.

Material contractual obligations arising in the normal course of business consist primarily of long-term debt and related interest payments, finance and operating lease obligations, distributions to the Mohegan Tribe, slot machine operation fee that must be paid to the Pennsylvania Department of Revenue and purchase and other contractual obligations. In connection with Inspire Korea, we have proposed to the lenders and construction contractor that we make additional investments of at least 155 billion Korean won ($108 million as of September 30, 2022) over the next 12 to 15 months to fund expansions in the scope of the project relating to convention, meeting room and restaurant capacity, to increase funding for pre-opening expenses, to pay for certain increased costs and to provide for working capital and additional project contingency. These investments are currently under review with the lenders and construction contractor. Refer to our Financial Statements and notes for additional information.

~~credit~~Cash asprovided ofby ~~September~~operating ~~30,~~activities ~~2021~~increased $60.5 ~~In addition~~million, ~~inclusive~~or ~~of letters of credit~~26.6%, ~~which~~to ~~reduce~~$288.3 ~~borrowing~~million ~~availability,~~for the ~~MGE~~fiscal ~~Niagara~~year ~~Resorts~~ended ~~had~~September 30, 2022 compared with $38227.98 million ofin ~~borrowing~~the ~~capacity~~prior ~~under~~fiscal ~~the~~year. ~~MGE~~The ~~Niagara~~increase ~~Revolving~~in ~~Facility~~cash ~~and~~provided ~~MGE~~by ~~Niagara~~operating ~~Swingline~~activities ~~Facility~~was asdriven ofby ~~September~~higher 30net income, ~~2021~~after factoring in non-cash items, ~~based~~partially onoffset ~~limitations~~by ~~under~~higher ~~the~~working ~~MGE~~capital ~~Niagara~~requirements, ~~credit~~reflecting ~~agreement~~a inreturn ~~place~~to relatively normal operating conditions at ~~that~~our ~~time~~properties. ~~due~~Refer to ~~gaming~~“Discussion ~~capacity~~of ~~restrictions~~Consolidated Operating Results” for additional information.

~~Material~~Cash ~~contractual~~used ~~obligations arising~~ in ~~the~~investing ~~normal~~activities ~~course~~increased of$245.6 ~~business consist primarily of long-term debt and related interest payments~~million, ~~finance~~or ~~and right-of-use operating lease obligations~~497.7%, ~~distributions~~ to ~~the~~$294.9 ~~Mohegan~~million ~~Tribe,~~for ~~slot~~the ~~machine~~fiscal ~~operation~~year ~~fee~~ended ~~that~~September 30, 2022 ~~must~~compared bewith ~~paid~~$49.3 tomillion in the ~~Pennsylvania~~prior ~~Department~~fiscal ofyear. ~~Revenue~~The ~~and~~increase ~~purchase~~in ~~and~~cash ~~other~~used ~~contractual~~in ~~obligations.~~investing ~~Refer~~activities towas ~~our~~primarily ~~consolidated~~driven ~~financial~~by ~~statements~~higher ~~and~~capital expenditures related ~~notes beginning on page F-1~~ to ~~this~~Inspire ~~Annual Report on Form 10-K for additional information~~Korea.

Cash provided by ~~operating~~financing activities ~~increased~~totaled $~~179~~438.62 million, ~~or 372.6%, to $227.8 million~~ for the fiscal year ended September 30, 2022 ~~2021,~~ compared with cash used in financing activities of $48156.24 million in the prior fiscal year. The increase in cash provided by ~~operating~~financing activities was primarily driven by aadditional ~~significant~~borrowings ~~reduction~~to infund ~~working~~the ~~capital~~development ~~requirements,~~of ~~combined~~Inspire ~~with higher net income after factoring in non-cash items~~Korea.

Cash used in investing activities declined $124.1 million, or 71.6%, to $49.3 million for the fiscal year ended September 30, 2021, compared with $173.4 million in the prior fiscal year. The decline in cash used in investing activities primarily reflected lower capital expenditures, combined with the impact of an investment in Mohegan Hotel Holding, LLC, in the prior fiscal year.

Cash used in financing activities increased $142.0 million, or 986.1%, to $156.4 million for the fiscal year ended September 30, 2021, compared with $14.4 million in the prior fiscal year. These results reflect reduced borrowings, combined with the payment of transaction costs associated with our January 2021 refinancing transactions.

New Senior Secured Credit Facility Financial Covenants

On January 26, 2021, we entered into our New Senior Secured Credit Facility, which, among other things, established the financial covenants described below:

Fixed Charge Coverage Ratio (as defined under the New Senior Secured Credit Facility) shall not be less than:

Fiscal Quarters Ending:
September 30, 2021 and December 31, 2021			1.00:1.00
March 31, 2022 and each fiscal quarter ending thereafter			1.15:1.00

Total Leverage Ratio (as defined under the New Senior Secured Credit Facility) shall not be greater than:

Fiscal Quarters Ending:
September 30, 2021			8.00:1.00
December 31, 2021			7.25:1.00
March 31, 2022			6.75:1.00
June 30, 2022 and each fiscal quarter ending thereafter			6.50:1.00

Senior Secured Leverage Ratio (as defined under the New Senior Secured Credit Facility) shall not be greater than:

Fiscal Quarters Ending:
September 30, 2021			5.75:1.00
December 31, 2021			5.25:1.00
March 31, 2022			4.75:1.00
June 30, 2022 and each fiscal quarter ending thereafter			4.50:1.00

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, finance and ~~right-of-use~~ operating lease obligations, distributions to the Mohegan Tribe, capital expenditures and working capital requirements for the next twelve months; however, we can provide no assurance in this regard. ~~Please~~Refer ~~refer~~ to Part I. Item 1A. Risk Factors to this Annual Report on Form 10-K for further details regarding risks relating to our sufficiency of resources.

Critical Accounting Policies and Estimates

The preparation of ~~consolidated~~ financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, ~~and~~ expenses and ~~the~~ related ~~disclosure~~disclosures of contingent assets and liabilities. Actual amounts could differ from those estimates.

We believe the following accounting policies impact significant judgments and estimates utilized in the preparation of our ~~consolidated~~ financial statements.

Property and Equipment

Property and equipment are stated at cost. Depreciation is recognized over the estimated useful lives of the assets, other than land, on a straight-line basis. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives of the improvements. Estimated useful lives by asset categories are as follows:


Buildings and land improvements			40 years
Furniture and equipment			3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred.

Property and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If it is determined that the carrying amounts may not be recoverable based on current and future levels of income and cash flows, as well as other factors, an impairment ~~loss~~charge will be recognized at such time.

~~Other~~ Intangible Assets

~~Other~~Intangible ~~intangible~~ assets consist primarily of Mohegan Sun's trademark and Mohegan ~~Sun Pocono~~Pennsylvania's various gaming licenses. These intangible assets all have indefinite lives. Intangible assets with indefinite lives are assessed at least annually for impairment by comparing their fair value to their carrying value. However, these intangible assets may be assessed more frequently for impairment if events or changes in circumstances, such as declines in revenues, earnings and cash flows or material adverse changes in business climate, indicate that their carrying value may be impaired.

AAs of September 30, 2022, a 1% reduction in the estimated revenue growth rate would decrease the fair value of Mohegan ~~Sun Pocono~~Pennsylvania’s intangible assets by approximately $11 million and a 1% increase in the discount rate would decrease the fair value of Mohegan ~~Sun Pocono~~Pennsylvania’s intangible assets by approximately $4042 million.

Intangible assets with finite lives are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. If necessary, an impairment charge is recognized when the carrying value of the asset (asset group) exceeds the estimated undiscounted cash flows expected from the use and eventual disposition of the asset (asset group). The amount of the impairment charge, if any, is calculated as the excess of the asset’s (asset group’s) carrying value over ~~their~~its fair value.

The evaluation of intangible assets for impairment requires the use of estimates about future cash flows. Such estimates are, by their nature, subjective. Actual results may differ materially from our estimates and could result in impairment charges in the future.

Warrants and Put Option

We account for our warrants and put option liabilities in accordance with guidance provided by Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815, the warrants and put option do not meet the criteria for equity treatment. Accordingly, these instruments are classified as long-term liabilities and are re-measured at their estimated fair values at each reporting date. The estimated fair value of the warrants and put option was determined by utilizing the income approach (discounted cash flow method) and a binomial lattice model.

Revenues from Casino Operating and Services Agreement

We operate the ~~MGE~~ Niagara Resorts under the terms of a 21-year Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation. Pursuant to the laws of Canada and the Province of Ontario, the Ontario Lottery and Gaming Corporation ~~(the “OLG”)~~ retains legal authority to conduct and manage lottery schemes on behalf of the ~~Ontario~~Province ~~government~~of Ontario. We are acting as a service provider to the ~~OLG~~Ontario Lottery and Gaming Corporation under the Casino Operating and Services Agreement and, therefore, recognize gaming revenues net of amounts due to the ~~OLG~~Ontario Lottery and Gaming Corporation. We retain all non-gaming revenues and recognize these amounts on a gross basis. The Casino Operating and Services Agreement represents a series of distinct goods and services and, therefore, is deemed to be a single performance obligation. The transaction price under the Casino Operating and Services Agreement includes both fixed and variable consideration. The fixed consideration is comprised of an annual service provider fee and additional consideration for permitted capital expenditures up to an annual cap. The fixed consideration is recognized as revenue on a straight -line basis over the term of the Casino Operating and Services Agreement. The variable consideration consists of 70% of Gaming Revenues (as defined under the Casino Operating and Services Agreement), in excess of a guaranteed annual minimum amount payable to the ~~OLG~~Ontario Lottery and Gaming Corporation (the “Threshold”). Annual Threshold amounts are contractually established and vary from year to year. If gaming revenues are less than the Threshold for any given year, we are obligated to make a payment to cover the related shortfall. The variable consideration is recognized as revenue as services are rendered under the terms of the Casino Operating and Services Agreement. We measure our progress in satisfying this performance obligation based on the output method, which aligns with the benefits provided to the Ontario Lottery and Gaming Corporation. Projected revenues are estimated based on the most likely amount within a range of possible outcomes to the extent that a significant reversal in the amount of cumulative revenues recognized is not probable of occurring. The difference between revenues recognized and cash received is recorded as an asset or a liability and classified as short-term or long-term based upon the anticipated timing of reversal. In the event an asset is recorded, such asset is assessed at least annually for impairment. In June 2021, the Casino Operating and Services Agreement was amended to provide for, among other things, a three-year replacement of the annual Threshold, subject to certain

3230

revenue as services are rendered under the terms of the Casino Operating and Services Agreement. We measure our progress in satisfying this performance obligation based on the output method, which aligns with the benefits provided to the OLG. Projected revenues are estimated based on the most likely amount within a range of possible outcomes to the extent that a significant reversal in the amount of cumulative revenues recognized is not probable of occurring. The difference between revenues recognized and cash received is recorded as an asset or a liability. In the event an asset is recorded, such asset is assessed at least annually for impairment. On June 18, 2021, the Casino Operating and Services Agreement was amended to provide for, among other things, a three-year replacement of the annual Threshold, subject to certain conditions, with a fixed revenue share percentage. The annual Threshold may be reinstated at any time during this three-year period under certain conditions specified in the amended Casino Operating and Services Agreement.

~~Business Acquisitions~~31

We account for business acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values and any excess purchase price over the tangible and identifiable assets acquired and liabilities assumed, if any, is recorded as goodwill. We may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As of September 30, ~~2021~~ 2022, our primary exposure to market risk was interest rate risk associated with our credit facilities which accrued interest on the basis of base rate, orsecured ~~Eurodollar~~overnight financing rate and bankers’ acceptance rate formulas, plus applicable rates, as defined under the credit facilities.

We attempt to manage our interest rate risk through a controlled combination of long-term fixed rate borrowings and variable rate borrowings in accordance with established policies and procedures. We do not hold or issue financial instruments for speculative or trading purposes.

The following table presents information about our debt obligations as of September 30, 2022 ~~2021~~ that were sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable interest rates were based on implied forward rates in respective yield curves, which should not be considered to be precise indicators of actual future interest rates. Fair values for our debt obligations were primarily based on quoted market prices or prices of similar instruments as of September 30, ~~2021~~ 2022.

	Expected Maturity Date by Fiscal Year
	2022			2023			2024			2025			2026			Thereafter			Total			Fair Value
(in thousands)	2023			2024			2025			2026			2027			Thereafter			Total			Fair Value
Liabilities (in thousands)
Long-term debt obligations, including current portions (1):
Fixed rate	$23,139	~~23,461~~		$15,970	~~23,135~~		$500,025	~~15,970~~		$1,485,203	~~500,025~~		$312,022	~~1,175,720~~		$358	~~392~~		$2,336,717	~~1,738,703~~		$1,993,613	~~1,786,117~~
Average interest rate	—			—			—7.9%			7.96%		%	817.0%		%	—			78.78%		%
Variable rate	$24,263	~~57,029~~		$79,837	~~33,558~~		$—	~~112,018~~		$52,277	—		$—	—		$29,109	~~31,468~~		$185,486	~~234,073~~		$185,239	~~233,425~~
Average interest rate (2)	48.23%		%	4.7.9%		%	~~5.4~~—		%	—7.0%			—			8.0%		%	57.17%		%

_________

(1)Excludes unamortized debt issuance costs and discounts.

(2)A 100-basis point change in average interest rate would impact annual interest expense by approximately $21.39 million.

Item 8. Financial Statements and Supplementary Data.

Our consolidated financial statements and notes thereto, referred to in Item 15(a)(1) of this Annual Report on Form 10-K, are filed as part of this report and appear in this Annual Report on Form 10-K beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of September 30, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of our management; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2021. In making this assessment, our management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “2013 Internal Control-Integrated Framework.”

Based on this assessment, management concluded that, as of September 30, 2021, our internal control over financial reporting is effective.

This Annual Report on Form 10-K does not include an attestation report from our registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to such attestation as we are a non-accelerated filer.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal year ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board. As of the date of this filing, the members of the Management Board and their terms are as follows: Patricia A. LaPierre, Joseph M. Soper, Thayne D. Hutchins, Jr. and John G. Harris are each serving terms expiring in October 2023, while Ralph James Gessner, Jr., Sarah E. Harris, William Quidgeon, Jr., Kenneth Davison and Mark F. Brown are each serving terms expiring in October 2025. Members of the Mohegan Tribal Council are elected by the registered voters of the Mohegan Tribe through competitive general elections. Vacancies on the Mohegan Tribal Council, to the extent they arise, are likewise filled by similar special elections. Upon expiration of Mohegan Tribal Council members' terms, registered voters of the Mohegan Tribe may re-elect current Mohegan Tribal Council members who choose to run for re-election or elect new Mohegan Tribal Council members. Incumbent members of the Mohegan Tribal Council do not nominate or otherwise identify candidates for election. Accordingly, the Mohegan Tribal Council and Management Board do not screen candidates for election nor do they maintain a nominating committee. The terms of office of our named executive officers, and the periods during which they have served as such, are described in Part III. Item 11. Executive Compensation to this Annual Report on Form 10-K.

Management Board and Named Executive Officers

The following table presents data related to the members of the Management Board and our named executive officers, as of the date of this filing:

Name	Age	Position
Ralph James Gessner, Jr.	52	Chairman and Member, Management Board
Sarah E. Harris	43	Vice Chairwoman and Member, Management Board
Patricia A. LaPierre	70	Recording Secretary and Member, Management Board (1)
Joseph M. Soper	42	Corresponding Secretary and Member, Management Board (1)
Thayne D. Hutchins, Jr.	50	Treasurer and Member, Management Board (1)
William Quidgeon, Jr.	59	Member, Management Board
John G. Harris	67	Member, Management Board
Kenneth Davison	58	Member, Management Board
Mark F. Brown	64	Member, Management Board
Raymond Pineault	55	Chief Executive Officer
Carol K. Anderson	46	Chief Financial Officer
Jody Madigan	50	Chief Operating Officer

(1)Audit Committee member.

Ralph James Gessner, Jr.—Mr. Gessner was first seated on the Mohegan Tribal Council and Management Board in October 2005. He was elected Chairman in October 2019, after serving as Vice Chairman since October 2010. Mr. Gessner previously held multiple positions at Mohegan Sun, including Director of Executive Hosts and Vice President of Casino Marketing. Mr. Gessner holds a Bachelor of Science in Hotel and Restaurant Management from the University of Southwestern Louisiana.

Sarah E. Harris—Ms. Harris was first seated on the Mohegan Tribal Council and Management Board in October 2017. Ms. Harris was elected Vice Chairwoman in October 2019. She previously worked as an attorney at various law firms in the Washington, D.C. area, representing Native American tribes and tribal entities and organizations. Ms. Harris received a presidential appointment to serve as Chief of Staff to the Assistant Secretary-Indian Affairs and, prior to that, served as Special Assistant to the Solicitor in the Office of the Secretary of the Interior. Ms. Harris holds a Juris Doctor from American University Washington College of Law and a Bachelor of Arts in Native American Studies from Dartmouth College.

Patricia A. LaPierre—Ms. LaPierre is currently serving her first term on the Mohegan Tribal Council and Management Board, having been seated in October 2019. She previously spent over 17 years in various roles within the Human Resources Department at Mohegan Sun. Her most recent position was Vice President of Human Resources. Ms. LaPierre also has a wide range of civic involvement with both her community and the Mohegan Tribe. Over the past 12 years she has served on the Board of Directors for the Norwich Arts Center, the Board of Safe Futures, the Public Health and Safety Committee for the Town of Griswold and as a Board of Education Member of the Mohegan Tribe. Ms. LaPierre holds a Bachelor of Arts in Liberal Studies from Providence College and a Master of Arts in Organizational Management from the University of Phoenix.

Joseph M. Soper—Mr. Soper is currently serving his first term on the Mohegan Tribal Council and Management Board, having been seated in October 2019. Mr. Soper previously spent over 15 years working at both Mohegan Sun and Mohegan Gaming & Entertainment, first as a Senior Financial Analyst and later as the Director of Sports and Entertainment, where he managed the day-to-day financial operations for the Sports and Entertainment Department. Mr. Soper holds a Bachelor of Science in Business Administration with a major in Finance from Western New England University.

Thayne D. Hutchins, Jr.—Mr. Hutchins was first seated on the Mohegan Tribal Council and Management Board in October 2007 after serving as a staff accountant for the Mohegan Tribe for six years. Mr. Hutchins graduated Magna Cum Laude from Eastern Connecticut State University and holds a Bachelor of Science in Economics with a concentration in Accounting.

William Quidgeon, Jr.—Mr. Quidgeon was first seated on the Mohegan Tribal Council and Management Board in October 2005. He previously held multiple positions at the Mohegan Tribe and Mohegan Sun, including Senior Project Manager of the Mohegan Tribal Development Department. Prior to his employment with the Mohegan Tribe, Mr. Quidgeon served as Chairman of the Mohegan Information Technology Group, a limited liability company that is majority-owned by the Mohegan Tribe.

John G. Harris—Mr. Harris is currently serving his first term on the Mohegan Tribal Council and Management Board, having been seated in October 2019. Mr. Harris previously worked as the Engineering Grounds Supervisor at Mohegan Sun for approximately 6 years. Prior to his employment with Mohegan Sun, Mr. Harris served in a wide variety of managerial operational roles in his 30-year career with Pfizer Inc. Mr. Harris has also served as the Chairman of the Mohegan Tribal Housing Authority for nearly 25 years, a Site Operations Director for the Preston Redevelopment Agency for the past 10 years and the Chairman of the Preston Housing Authority from 2007 to 2017.

Kenneth Davison—Mr. Davison was first seated on the Mohegan Tribal Council and Management Board in March 2020. Mr. Davison was previously a lawyer focusing on consumer law. He also has a background in finance having served as the Finance and Logistics Manager at The HALO Trust and as an independent Finance Consultant. Mr. Davison is also a retired officer of the United States Army Reserve and the Connecticut National Guard. Mr. Davison holds a Law Degree from Arizona Summit Law School and a Bachelor of Science in Finance from the University of Connecticut.

Mark F. Brown—Mr. Brown was most recently seated on the Mohegan Tribal Council and Management Board in October 2021. Mr. Brown previously served on the Mohegan Tribal Council and Management Board from December 2019 to March 2020 and from October 1995 to October 2019. He served as Chairman of the Mohegan Tribal Council and Management Board from October 2000 until October 2005. Mr. Brown also served as the Mohegan Tribe's historian and was instrumental in the Mohegan Tribe's pursuit of federal recognition.

Raymond Pineault—Mr. Pineault was appointed Chief Executive Officer of the Company on May 27, 2021, after stepping in as its interim Chief Executive Officer on March 31, 2021. Mr. Pineault previously served as the Company's Chief Operating Officer since July 2020 and as its Regional President since January 2020. Prior to that, he served as President and General Manager of the Company's flagship property, Mohegan Sun, since April 2015. He joined the Company in 2005 as Senior Vice President of Administration at Mohegan Sun. Mr. Pineault holds a Bachelor of Science in Psychology from the University of Connecticut.

Carol K. Anderson—Ms. Anderson was appointed Chief Financial Officer of the Company on March 15, 2021 after serving as a consultant to the Company since December 2020. Previously, Ms. Anderson held positions of increasing responsibility at Scientific Games Corporation, including Vice President - Associate General Counsel, Corporate Securities from July 2015 to April 2017, Vice President - Corporate Treasury and Associate General Counsel from April 2017 to March 2019 and Senior Vice President - Treasury, Capital Markets and Associate General Counsel from March 2019 to May 2020. Ms. Anderson holds a Bachelor of Arts in Political Science from Syracuse University and a Juris Doctor from Boston College Law School.

Jody Madigan—Mr. Madigan was appointed Chief Operating Officer of the Company on September 2, 2021. Prior to his employment with the Company, Mr. Madigan served as the General Manager of Paragon Casino Resort from April 2018 to June 2021. Prior to that, Mr. Madigan served as Vice President of Strategic Execution and Business Development for Seneca Gaming Corporation from September 2016 to January 2018. He previously served as Assistant General Manager for Mountaineer Casino, Racetrack & Resort from July 2014 to August 2016 and as President and General Manager for Casino Miami from June 2013 to June 2014.

Audit Committee

We have established a separately-designated standing Audit Committee in accordance with applicable provisions of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of certain members of the Management Board and two independent ex-officio (non-voting) members appointed by the Management Board, Daniel A. Cassella and Daniel H. Scott. Members of our Audit Committee are capable of reading and understanding financial statements, including balance sheets and statements of income, changes in capital and cash flows. In addition, each of the two ex-officio members satisfies the criteria to qualify as an Audit Committee Financial Expert in accordance with Item 407(d)(5) under Regulation S-K. The Audit Committee may additionally be advised on financial matters through a Financial Advisory Committee comprised of one or more financial experts independent from us.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, including our principal executive and financial officers. Our code of ethics is available on our website at “www.mohegangaming.com” under “Corporate Governance.”

Should we make any significant amendment to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code of ethics to our principal executive, financial and accounting officers, we will disclose the nature of such amendment or waiver on our website.

Item 11. Executive Compensation.

Compensation Discussion and Analysis

Executive Compensation Objectives

We operate in an extremely competitive environment and believe that our current and future success is closely correlated with our ability to attract and retain highly talented employees and a strong management team. Accordingly, our executive compensation program is intended to meet three principal objectives: (1) attract, reward and retain senior management employees, (2) motivate these individuals to achieve our short-term and long-term business goals and (3) promote internal compensation equity and external competitiveness.

Our philosophy relating to executive compensation is to attract and retain highly qualified individuals by offering competitive base salaries, cash-based incentive opportunities and other employee benefits. We face unique challenges in designing our executive compensation program because, as an instrumentality of the Mohegan Tribe, we cannot offer equity-based compensation to our executives, unlike many of our industry peers. As a result, we strive to offer a cash-based compensation program that rewards our executives with competitive compensation while providing proper incentives to achieve our financial and operational goals at both the operating unit and company-wide levels. We also strive to ensure that our executive compensation program is straightforward, transparent and understandable.

Role of the Compensation Committee and Senior Management

Our nine-member Management Board, whose members also comprise the Mohegan Tribal Council, serves as our Compensation Committee and has final authority over the design, negotiation and implementation of our executive compensation program. As discussed below, our principal executive officer, along with other senior and executive level employees, have taken the leading roles in the design of our executive compensation program. In addition, acting within the boundaries of our annual budget, as approved by the Management Board, our principal executive officer and other senior and executive level employees determine the base salaries and cash-based incentive opportunities offered to our executives.

Elements of Compensation

Compensation offered to our named executive officers, or NEOs, primarily consists of annual compensation in the form of base salaries and employee benefits/perquisites. We also offer our NEOs cash-based incentive opportunities. In addition, we offer our NEOs the opportunity to defer all or a portion of their annual compensation under a deferred compensation plan, or DCP, and to participate in the Mohegan Retirement and 401(k) Plan, both of which are sponsored by the Mohegan Tribe. The following presents additional information relating to the elements of compensation offered to our NEOs for the fiscal year ended September 30, 2021:

Annual Compensation

Annual compensation consists of base salaries and employee benefits. These elements are intended to provide some degree of compensation certainty to our NEOs by providing compensation that, unlike incentive compensation, is not “at-risk” based upon company performance.

Base Salary

We believe that a competitive base salary is an important component of compensation as it provides a degree of financial stability and is a critical factor in recruiting and retaining our NEOs. Base salary is also designed to recognize the scope of responsibilities placed under each NEO and to reward each NEO for their unique leadership skills, management experience and contributions to the Company.

In determining base salary levels, we take into consideration economic and industry conditions and company performance. We do not assign relative weights to individual and company performance, but instead make a subjective determination after considering such measures collectively. Base salary is also evaluated relative to other components of our executive compensation program to ensure that each NEO's total compensation and mix of components are consistent with our overall compensation objectives and philosophies.

With these factors in mind, we have entered into employment agreements with our NEOs that, among other things, provide for minimum base salary levels and employee benefits that, when combined, provide total compensation reflecting our need to compete for and retain management talent in a competitive environment. Our NEOs base salaries are also subject to annual increases.

Employee Benefits

Our NEOs receive certain employee benefits, including health insurance, dental and vision coverage, prescription drug plans, long-term disability insurance, life and accidental death and dismemberment insurance and flexible spending accounts. As of September 30, 2021, our NEOs were also provided the opportunity to receive discretionary employer-matching 401(k) contributions of 50%, up to the first 3% of their eligible compensation contributed under the Mohegan Retirement and 401(k) Plan.

Incentive Compensation

We also have a discretionary incentive compensation plan covering certain of our employees. As it pertains to our NEOs, the plan generally sets aside approximately 25% of our Adjusted EBITDA in excess of a target established prior to the beginning of the fiscal year as part of our budgeting process. Adjusted EBITDA eliminates certain items from net income, such as interest, taxes, depreciation, amortization, pre-opening and non-recurring charges. Adjusted EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States of America, or US GAAP. However, we have historically evaluated our operating performance with the non-US GAAP measure Adjusted EBITDA. Under the plan, the base incentive compensation target for our NEOs is generally set at 35% of base salary, with a maximum payout of 52.5% of base salary. For the fiscal year ended September 30, 2021, the payout rate to our eligible NEOs was approximately 33%. For the fiscal year ended September 30, 2020, Adjusted EBITDA did not exceed our established targets and, as such, no incentive compensation was paid to our NEOs. For the fiscal year ended September 30, 2019, Adjusted EBITDA for certain business segments exceeded our established targets, however, the Compensation Committee elected not to pay any incentive compensation.

Compensation Committee Report

Our nine-member Management Board serves as our Compensation Committee. The Management Board met with us to review and discuss the preceding Compensation Discussion and Analysis. Based on such review and discussion, the Management Board approved this Compensation Discussion and Analysis and authorized its inclusion in this Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

Management Board

The members of the Management Board, as of the date of this filing, are as follows: Ralph James Gessner, Jr., Sarah E. Harris, Patricia A. LaPierre, Joseph M. Soper, Thayne D. Hutchins, Jr., William Quidgeon, Jr., John G. Harris, Kenneth Davison and Mark F. Brown.

Summary Compensation Table

Name and Principal Position	Fiscal Year	Base Salary		Cash Bonus	Non-Equity Incentive Compensation	All Other Compensation (5)	Total
Raymond Pineault (1)	2021	$	883,667	325,493	—	4,959	$	1,214,119
Chief Executive Officer	2020	$	679,650	—	—	4,965	$	684,615
Carol K. Anderson (2)	2021	$	311,767	270,296	—	158	$	582,221
Chief Financial Officer
Jody Madigan (3)	2021	$	34,615	50,000	—	—	$	84,615
Chief Operating Officer
Mario C. Kontomerkos (4)	2021	$	691,764	—	—	528,083	$	1,219,847
Former Chief Executive Officer	2020	$	948,598	—	—	690	$	949,288
	2019	$	1,049,825	—	—	714	$	1,050,539

(1)Appointed Chief Executive Officer on May 27, 2021. Served as interim Chief Executive Officer from March 31, 2021 to May 26, 2021. Served as Chief Operating Officer from July 17, 2020 to March 30, 2021.

(2)Commenced employment on March 15, 2021.

(3)Commenced employment on September 2, 2021.

(4)Ceased employment on March 31, 2021.

(5)Amounts reported in this column are comprised of the following:

All Other Compensation Details

Name	Fiscal Year	401(k) (1)		Long-Term Disability (2)	Post-Employment Payout (3)	Total
Raymond Pineault	2021	$	4,275	684	—	$	4,959
	2020	$	4,275	690	—	$	4,965
Carol K. Anderson	2021	$	—	158	—	$	158
Jody Madigan	2021	$	—	—	—	$	—
Mario C. Kontomerkos	2021	$	—	342	527,741	$	528,083
	2020	$	—	690	—	$	690
	2019	$	—	714	—	$	714

(1)Employer-matching 401(k) contributions.

(2)Premium payments on long-term disability policies.

(3)Payments pertaining to post-employment benefits.

Non-Qualified Deferred Compensation

We offer our NEOs the opportunity to participate in the DCP. The DCP is a non-qualified plan that allows our executives the opportunity to defer all or a portion of their annual compensation. We do not make contributions to the DCP on behalf of our NEOs. None of our NEOs participate in the DCP.

Mohegan Benefit Plan

We offer our NEOs the opportunity to participate in the Mohegan Benefit Plan. The Mohegan Benefit Plan is sponsored by the Mohegan Tribe for the benefit of participants who authorize the purchase of life insurance policies as a means of providing certain life insurance benefits to the participants and their spouses as joint insured. For the fiscal years ended September 30, 2021, 2020 and 2019, contributions to the Mohegan Benefit Plan on behalf of Mr. Pineault totaled $200,507, $67,831 and $0, respectively. Ms. Anderson and Mr. Madigan do not participate in the Mohegan Benefit Plan.

Potential Payments and Benefits upon Termination or Change in Control

The following table presents potential payments to our NEOs in the event of a termination of employment, based on the terms of their employment agreements, as described below. Due to our sovereignty, potential payments upon change in control are not included within the table below, as these are not applicable. The amounts presented represent our estimate of potential payments to our NEOs upon their termination, assuming, in each case, that termination occurred on September 30, 2021, the last day of fiscal 2021. Actual payments can only be determined at the time of each NEO's separation from the Company.

	Base Salary		MedicalBenefits	OtherPayment	Total
Raymond Pineault
Termination without cause (1)	$	1,030,000	25,047	25,000	$	1,080,047
Termination due to medical disability (3)	$	515,000	12,524	—	$	527,524
Change of Control	$	—	—	—	$	—
Carol K. Anderson
Termination without cause (2)	$	618,000	17,219	—	$	635,219
Termination due to medical disability (3)	$	309,000	8,610	—	$	317,610
Change of Control	$	—	—	—	$	—
Jody Madigan
Termination without cause (2)	$	600,000	25,047	—	$	625,047
Termination due to medical disability (3)	$	300,000	12,524	—	$	312,524
Change of Control	$	—	—	—	$	—

(1)Under Mr. Pineault's employment agreement, upon termination without cause, we are required to continue to pay his base salary for 12 months and a $25,000 relocation benefit and provide medical benefits for a period of one year following such termination.

(2)Under each of Ms. Anderson’s and Mr. Madigan’s employment agreements, upon termination without cause, we are required to pay their base salary for 12 months and provide medical benefits for a period of one year following such termination.

(3)Under each NEO's employment agreement, upon termination due to medical disability, we are required to continue to pay their base salary and provide medical benefits for a period of 180 days; thereafter, if we choose to suspend their employment or they are deemed permanently disabled, we are required to provide disability insurance coverage per our disability insurance program.

Executive Employment Agreements

Mr. Pineault. Mr. Pineault’s employment agreement commenced effective May 27, 2021. The agreement provides for a base annual salary of $1,000,000, subject to annual increases. Mr. Pineault is also entitled to participate in our discretionary incentive compensation plan, provided that for fiscal 2021, Mr. Pineault will remain eligible for incentive compensation payable under his prior employment agreement. In accordance with Mr. Pineault’s prior employment agreement, his new employment agreement has no specified term. The agreement provides that if Mr. Pineault is terminated for cause, as defined under his agreement, or if Mr. Pineault voluntarily terminates his employment, he will not be entitled to any further compensation from and after the termination date. If Mr. Pineault is terminated other than for cause, he will be entitled, among other things, to receive his base annual salary from the termination date through 12 months from the termination date.

Ms. Anderson. Ms. Anderson’s employment agreement commenced as of March 15, 2021. The agreement provides for a base annual salary of $600,000, subject to annual increases, and a sign-on payment in the amount of $175,000 allocated over the first two years of employment. Ms. Anderson is also entitled to participate in our discretionary incentive compensation plan. The agreement is subject to automatic renewals for additional one-year terms unless either party provides notice, at least six

months prior to the end of the initial three-year term or any renewal terms, of an intention not to renew or otherwise terminate the agreement. The agreement provides that if Ms. Anderson is terminated for cause, as defined under her agreement, or if Ms. Anderson voluntarily terminates her employment, she will not be entitled to any further compensation from and after the termination date. If Ms. Anderson is terminated other than for cause, she will be entitled, among other things, to receive her base annual salary from the termination date through 12 months from the termination date.

Mr. Madigan. Mr. Madigan’s employment agreement commenced as of August 30, 2021. The agreement provides for a base annual salary of $600,000, subject to annual increases, and a sign-on payment in the amount of $50,000. Mr. Madigan is also entitled to participate in our discretionary incentive compensation plan. In addition, Mr. Madigan is eligible for an additional bonus for fiscal 2022 in an amount of between $50,000 and $100,000 based on a sliding-scale EBITDA achievement target. The agreement is subject to automatic renewals for additional one-year terms unless either party provides notice, at least six months prior to the end of the initial term of March 31, 2025 or any renewal terms, of an intention not to renew or otherwise terminate the agreement. The agreement provides that if Mr. Madigan is terminated for cause, as defined under his agreement, or if Mr. Madigan voluntarily terminates his employment, he will not be entitled to any further compensation from and after the termination date. If Mr. Madigan is terminated other than for cause, he will be entitled, among other things, to receive his base annual salary from the termination date through 12 months from the termination date.

CEO Pay Ratio

We calculated our CEO Pay Ratio, or the ratio of the pay of our Chief Executive Officer to that of our median employee, as permitted under Securities and Exchange Commission rules. To determine the compensation for our median employee, we included the base salary of employees employed by us during the fiscal year ended September 30, 2021, excluding our Chief Executive Officer. For full-time and part-time employees, we annualized their hourly pay rates, and, for seasonal and on-call employees, we utilized payroll compensation consistent with what would have been reported on each employee's W-2, Box 1 as of September 30, 2021. Based on the above, for fiscal 2021, our Chief Executive Officer's base salary was $883,667 and our median employee's compensation was $29,120, resulting in a CEO Pay Ratio of approximately 30:1.

Compensation of Management Board

The following table presents data related to compensation of members of the Management Board, as of the date of this filing, for the fiscal year ended September 30, 2021.

Name	Compensation		Other (1)	Total
Ralph James Gessner, Jr.	$	216,687	297	$	216,984
Sarah E. Harris	$	194,629	234	$	194,863
Patricia A. LaPierre	$	159,957	142	$	160,099
Joseph M. Soper	$	159,957	219	$	160,176
Thayne D. Hutchins, Jr.	$	127,597	175	$	127,772
William Quidgeon, Jr.	$	159,957	219	$	160,176
John G. Harris	$	157,478	140	$	157,618
Kenneth Davison	$	157,478	216	$	157,694
Kathleen M. Regan-Pyne (2)	$	159,957	192	$	160,149
Mark F. Brown (3)	$	—	—	$	—

(1)Premium payments on life insurance policies owned by each member.

(2)Term expired on October 3, 2021.

(3)Term commenced on October 4, 2021.

Members of the Management Board are paid annual salaries by the Mohegan Tribe for their services as members of the Mohegan Tribal Council. Due to the dual roles of these individuals in our governance and the Mohegan Tribe's, we are obligated to fund a portion of their compensation pursuant to an arrangement established at the time of Mohegan Sun's inception. For the fiscal year ended September 30, 2021, we were obligated to fund 60% of each member's annual compensation. This allocation was determined based on the amount of time members acted in their capacity as the Management Board as opposed to their capacity as the Mohegan Tribal Council. We believe that members' activities in fiscal 2022 will be consistent with their fiscal 2021 activities and, as such, we expect to fund 60% of their fiscal 2022 compensation.

Compensation Committee Interlocks and Insider Participation

As noted above, the Management Board serves as our Compensation Committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We have no outstanding equity securities.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Procedure for Review of Related Party Transactions

Potential conflicts of interest, including related party transactions reportable under Securities and Exchange Commission rules, must be approved in advance. We have a code of ethics which applies to our principal executive officer, principal financial officer and all other executive officers, whom we collectively refer to as our principal officers. Our code of ethics addresses, among other things, conflicts of interest and is available on our website at “www.mohegangaming.com”. Under our code of ethics, actual, potential or perceived conflicts of interest must be disclosed to our Management Board, and only the Management Board may waive provisions of our code of ethics.

Our Management Board reviews all transactions between us and principal officers. In addition, our corporate governance practices include procedures for discussing and assessing relationships among us and principal officers, including business, financial and family member, as applicable. Our Management Board also reviews transactions with principal officers, on a case-by-case basis, to determine whether any conflict of interest exists. Additionally, our Management Board ensures that directors voting on such matters have no interest in the matter and discusses transactions with counsel as deemed necessary.

Transactions between the Company and the Company’s Subsidiaries and the Mohegan Tribe

Please refer to Part IV. Note 12—Related Party Transactions to this Annual Report on Form 10-K.

Corporate Governance and Management Board Independence

We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board. Upon election, each Mohegan Tribal Council and Management Board member serves a four-year term on a staggered basis. Incumbent members of the Mohegan Tribal Council do not nominate or otherwise identify candidates for election. Accordingly, the Mohegan Tribal Council and Management Board do not screen candidates for election nor do they maintain a nominating committee. Instead, the registered voters of the Mohegan Tribe elect all members of the Mohegan Tribal Council. In order to qualify for, and seek election to a position on the Mohegan Tribal Council, an individual: (1) must be at least 21 years of age prior to the date of the election, (2) must be a registered voting member of the Mohegan Tribe in good standing and (3) must not have been convicted of either a felony or a misdemeanor involving moral integrity, such as forgery or bribery. In addition, an individual must comply with the tribal election ordinance, including requirements for declaring the intention to run and submission to a comprehensive background check, to qualify for and seek election.

As described above, members of the Management Board are also members of the Mohegan Tribe and the Mohegan Tribal Council. Due to the relationships between us and the Mohegan Tribe, as described above, none of the Management Board members would qualify as “independent directors” within the rules of The New York Stock Exchange or the NASDAQ Stock Market.

Item 14. Principal Accounting Fees and Services.

The following table presents the aggregate fees paid or accrued for professional services rendered by Deloitte & Touche LLP:

	Fiscal 2021		Fiscal 2020
Audit fees (1)	$	1,495,950	$	1,102,600
Tax fees	217,250		243,600
Total	$	1,713,200	$	1,346,200

_________

(1)Audit fees include fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the Securities and Exchange Commission.

The Audit Committee’s independent registered public accounting firm independence policy provides for pre-approval of all services performed by our independent registered public accounting firm. All above services were pre-approved by the Audit Committee. The Audit Committee considered whether the provision of these services was compatible with maintaining independent registered public accounting firm independence.

PART IV

Item 15. Exhibit and Financial Statement Schedules.

A(1). Financial Statements

The following financial information appear in this Annual Report on Form 10-K beginning on page F-1 and are incorporated by reference in Part II, Item 8:

Report of Independent Registered Public Accounting Firm						F-2
Consolidated Balance Sheets of the Mohegan Tribal Gaming Authority as of September 30, 2021 and 2020						F-4
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-5
Consolidated Statements of Changes in Capital of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-6
Consolidated Statements of Cash Flows of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-7
Notes to Consolidated Financial Statements of the Mohegan Tribal Gaming Authority						F-9

A(2). Financial Statement Schedules

The following schedule appears on page S-1 in this Annual Report on Form 10-K and is incorporated by reference herein:

Schedule II—Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 30, 2021, 2020 and 2019.

All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

A(3). Exhibits

Exhibit No.						Description
2.1*						Amended and Restated Transition and Asset Purchase Agreement, dated May 1, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.1 to the Mohegan Tribal Gaming Authority’s Form 8-K, filed with the SEC on June 14, 2019 (the “June 2019 Form 8-K”) and incorporated by reference herein).**
2.2*						First Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 6, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.2 to the June 2019 Form 8-K and incorporated by reference herein).
2.3*						Second Amendment to Amended and Restated Transition and Asset Purchase Agreement, dated June 7, 2019, among MGE Niagara Entertainment Inc., Ontario Lottery and Gaming Corporation and Ontario Gaming Assets Corporation (filed as Exhibit 2.3 to the June 2019 Form 8-K and incorporated by reference herein).**
3.1*						Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Mohegan Tribal Gaming Authority’s Registration Statement on Form S-4, filed with the SEC on January 27, 2014 (the “2014 Form S-4”) and incorporated by reference herein).
3.2						Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Mohegan Tribal Gaming Authority’s Amendment No. 1 to its Registration Statement on Form S-1, filed with the SEC on February 29, 1996 (the "1996 Form S-1") and incorporated by reference herein).
4.1*						Indenture, dated as of October 14, 2016, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Guarantors party thereto and U.S. Bank National Association, as Trustee, relating to the 7.875% Senior Notes due 2024 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.1 to the Mohegan Tribal Gaming Authority’s Form 8-K, filed with the SEC on October 20, 2016 (the “October 2016 Form 8-K”) and incorporated by reference herein).
4.2*						Promissory Note, dated as of December 15, 2017, by and between Salishan-Mohegan, LLC and Salishan Company, LLC (filed as Exhibit 4.2 to the Mohegan Tribal Gaming Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC on December 22, 2017 (the “2017 Form 10-K”) and incorporated by reference herein).
4.3*						Waiver, dated as of June 11, 2020, by and among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Mohegan Tribal Gaming Authority’s Form 8-K, filed with the SEC on June 18, 2020 and incorporated by reference herein).
4.4*						Indenture, dated as of January 26, 2021, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 8.000% Second Priority Senior Secured Notes due 2026 (filed as Exhibit 4.1 to the Mohegan Tribal Gaming Authority's Form 8-K, filed with the SEC on January 27, 2021 (the “January 2021 Form 8-K”) and incorporated by reference herein).
4.5*						First Supplemental Indenture, dated as of July 23, 2021, among Mohegan Digital, LLC and Mohegan Digital Services, LLC, the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and U.S. Bank National Association, as trustee, relating to the 8.000% Second Priority Senior Secured Notes due 2026 (filed as Exhibit 4.1 to the Mohegan Tribal Gaming Authority’s Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 12, 2021 (the “June 30, 2021 Form 10-Q”) and incorporated by reference herein).
4.6*						First Supplemental Indenture, dated as of July 23, 2021, among Mohegan Digital, LLC and Mohegan Digital Services, LLC, the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and U.S. Bank National Association, as trustee, relating to the 7.875% Senior Notes due 2024 (filed as Exhibit 4.2 to the June 30, 2021 Form 10-Q and incorporated by reference herein).
4.7*						Second Supplemental Indenture, dated as of November 1, 2021, among MGNV Holding, LLC and MGNV, LLC, the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and U.S. Bank National Association, as trustee, relating to the 8.000% Second Priority Senior Secured Notes due 2026 (filed herewith).
4.8*						Second Supplemental Indenture, dated as of November 1, 2021, among MGNV Holding, LLC and MGNV, LLC, the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and U.S. Bank National Association, as trustee, relating to the 7.875% Senior Notes due 2024 (filed herewith).
10.1						The Mohegan Tribe—State of Connecticut Gaming Compact between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut (filed as Exhibit 10.1 to the 1996 Form S-1 and incorporated by reference herein).
10.2						Agreement, dated as of April 25, 1994, between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut resolving certain land claims (filed as Exhibit 10.2 to the 1996 Form S-1 and incorporated by reference herein).
10.3						Memorandum of Understanding, dated as of April 25, 1994, between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut regarding implementation of the Compact and the Resolution Agreement (filed as Exhibit 10.3 to the 1996 Form S-1 and incorporated by reference herein).
10.4						Agreement, dated as of June 16, 1994, between the Mohegan Tribe of Indians of Connecticut and the Town of Montville, Connecticut (filed as Exhibit 10.4 to the 1996 Form S-1 and incorporated by reference herein).
10.5*						Amended and Restated Land Lease, dated as of October 14, 2016, between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.2 to the October 2016 Form 8-K and incorporated by reference herein).
10.6*						The Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement, dated as of September 1, 1998, between the Mohegan Tribal Gaming Authority and Merrill Lynch Trust (filed as Exhibit 10.16 to the Mohegan Tribal Gaming Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein).***
10.7*						Priority Distribution Agreement, dated as of August 1, 2001, between the Mohegan Tribal Gaming Authority and the Mohegan Tribe of Indians of Connecticut (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority’s Quarterly Report on Form 10-Q for the period ended June 30, 2001, filed with the SEC on August 10, 2001 and incorporated by reference herein).

10.8*						First Amendment to the Priority Distribution Agreement, dated as of December 31, 2014, by and between the Mohegan Tribal Gaming Authority and the Mohegan Tribe of Indians of Connecticut (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority’s Quarterly Report on Form 10-Q for the period ended December 31, 2014, filed with the SEC on February 17, 2015 and incorporated by reference herein).
10.9*						Management Agreement, dated as of September 21, 2004, between The Cowlitz Indian Tribe and Salishan-Mohegan, LLC (filed as Exhibit 10.30 to the Mohegan Tribal Gaming Authority’s Registration Statement on Form S-4, filed with the SEC on November 1, 2004 (the "2004 Form S-4") and incorporated by reference herein).
10.10*						Development Agreement, dated as of September 21, 2004, between The Cowlitz Indian Tribe and Salishan-Mohegan, LLC (filed as Exhibit 10.31 to the 2004 Form S-4 and incorporated by reference herein).
10.11*						Membership Interest Redemption and Withdrawal Agreement, dated as of April 14, 2017, by and between Salishan-Mohegan, LLC and Salishan Company, LLC (filed as Exhibit 10.23 to the 2017 Form 10-K and incorporated by reference herein).
10.12*						Credit Agreement, dated as of January 26, 2021, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Citizens Bank, N.A. as administrative agent, and the other lenders and financial institutions party thereto (filed as Exhibit 10.1 to the January 2021 Form 8-K and incorporated by reference herein).**
10.13*						Employment agreement, effective March 15, 2021, by and between the Mohegan Tribal Gaming Authority and Carol K. Anderson (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority's Form 8-K, filed with the SEC on March 18, 2021 and incorporated by reference herein).***
10.14*						Amended and Restated Credit Agreement, dated as of July 14, 2021, among MGE Niagara Entertainment Inc., the lenders named therein, Bank of Montreal, as Administrative Agent, and the other parties thereto (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority's Form 8-K, filed with the SEC on July 20, 2021 and incorporated by reference herein).**
10.15*						Employment agreement, effective August 30, 2021, by and between the Mohegan Tribal Gaming Authority and Jody Madigan (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority’s Form 8-K, filed with the SEC on September 9, 2021 and incorporated by reference herein).***
10.16*						Agreement between The Mohegan Tribe of Indians of Connecticut and the State of Connecticut dated July 26, 2021 (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority's Form 8-K, filed with the SEC on September 28, 2021 (the “September 2021 Form 8-K”) and incorporated by reference herein).
10.17*						Memorandum of Understanding between The Mohegan Tribe of Indians of Connecticut and the State of Connecticut dated July 26, 2021 (filed as Exhibit 10.2 to the September 2021 Form 8-K and incorporated by reference herein).
10.18*						Employment Agreement, dated as of October 20, 2021, and effective as of May 27, 2021, by and between the Mohegan Tribal Gaming Authority and Raymond Pineault (filed as Exhibit 10.1 to the Mohegan Tribal Gaming Authority's Form 8-K/A, filed with the SEC on October 26, 2021 and incorporated by reference herein).***
10.19*						Loan Agreement, dated September 24, 2021, among Inspire Integrated Resort Co., Ltd., the lenders named therein, Kookmin Bank Co., Ltd. as Facility Agent, and the other parties thereto (filed herewith).**
10.20*						Secured Term Loan Facility, dated November 4, 2021, among MGE Korea Limited, the financial institutions named therein, Serica Agency Limited as Facility Agent and Security Agent, and the other parties thereto (filed herewith).**
10.21*						Warrant Agreement, dated November 4, 2021, by and among MGE Korea Holding III Limited, BCC Inspire Aggregator, L.P., Royale SS II Ltd., and the other parties thereto (filed herewith).**
21.1*						Subsidiaries of the Registrant (filed as Exhibit 21.1 to the Mohegan Tribal Gaming Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 29, 2020 and incorporated by reference herein).
31.1*						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2*						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
32.1*						Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2*						Section 1350 Certification of Chief Financial Officer (filed herewith).
101.INS*						XBRL Instance Document (filed herewith).****
101.SCH*						XBRL Taxonomy Extension Schema (filed herewith).****
101.CAL*						XBRL Taxonomy Calculation Linkbase (filed herewith).****
101.DEF*						XBRL Taxonomy Extension Definition Linkbase (filed herewith).****
101.LAB*						XBRL Taxonomy Extension Label Linkbase (filed herewith).****
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase (filed herewith).****

_____________

* Exhibits transmitted via EDGAR.

** Certain portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. Upon request by the Securities and Exchange Commission, the Company hereby undertakes to furnish supplementary to the Securities and Exchange Commission a copy of any omitted information.

*** Management contract or compensatory plan or arrangement.

**** Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 to this Annual Report on Form 10-K shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Mohegan Tribal Gaming Authority has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized on December 16, 2021.

MOHEGAN TRIBAL GAMING AUTHORITY By: /S/ RALPH JAMES GESSNER JR. Ralph James Gessner Jr.Chairman, Management Board

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Mohegan Tribal Gaming Authority and in the capacities indicated on December 16, 2021.

SIGNATURE TITLE /S/ RALPH JAMES GESSNER JR. Chairman and Member, Management Board Ralph James Gessner Jr. /S/ SARAH E. HARRIS Vice Chairwoman and Member, Management Board Sarah E. Harris /S/ RAYMOND PINEAULT Chief Executive Officer, Mohegan Tribal Gaming Authority Raymond Pineault (Principal Executive Officer) /S/ CAROL K. ANDERSON Chief Financial Officer, Mohegan Tribal Gaming Authority Carol K. Anderson (Principal Financial and Accounting Officer) /S/ PATRICIA A. LAPIERRE Recording Secretary and Member, Management Board Patricia A. LaPierre /S/ JOSEPH M. SOPER Corresponding Secretary and Member, Management Board Joseph M. Soper /S/ THAYNE D. HUTCHINS JR. Treasurer and Member, Management Board Thayne D. Hutchins Jr. /S/ WILLIAM QUIDGEON JR. Member, Management Board William Quidgeon Jr. /S/ JOHN G. HARRIS Member, Management Board John G. Harris /S/ KENNETH DAVISON Member, Management Board Kenneth Davison /S/ MARK F. BROWN Member, Management Board Mark F. Brown

Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, by registrants which have not registered securities pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

The Mohegan Tribal Gaming Authority has not sent an annual report or proxy statement to security holders. The Mohegan Tribal Gaming Authority will not be sending an annual report or proxy statement to security holders subsequent to the filing of this Annual Report on Form 10-K.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm						F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 34)						34
Consolidated Balance Sheets of the Mohegan Tribal Gaming Authority as of September 30, 2021 and 2020						F-4
Consolidated Balance Sheets of the Mohegan Tribal Gaming Authority as of September 30, 2022 and 2021						36
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-5
Consolidated Statements of Operations and Comprehensive Income (Loss) of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2022, 2021 and 2020						37
Consolidated Statements of Changes in Capital of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-6
Consolidated Statements of Changes in Capital of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2022, 2021 and 2020						38
Consolidated Statements of Cash Flows of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2021, 2020 and 2019						F-7
Consolidated Statements of Cash Flows of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2022, 2021 and 2020						39
Notes to Consolidated Financial Statements of the Mohegan Tribal Gaming Authority						~~F-9~~41
Schedule II-Valuation and Qualifying Accounts and Reserves						63

~~F-1~~33

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management Board of Mohegan Tribal Gaming Authority:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mohegan Tribal Gaming Authority and subsidiaries (the "Company") as of September 30, ~~2021~~2022 and ~~2020~~2021, the related consolidated statements of ~~income~~operations ~~(loss)~~ and comprehensive income (loss), changes in capital, and cash flows for each of the three years in the period ended September 30, ~~2021~~2022, and the related notes and the schedule as listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, ~~2021~~2022 and ~~2020~~2021 and the results of its operations and its cash flows for each of the three years in the period ended September 30, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

~~Other~~Warrants ~~Intangible~~and ~~Assets~~Put Option Liabilities — Refer to ~~Notes~~Note 26 ~~and 9~~ to the financial statements

Critical Audit Matter Description

~~The~~As ~~Company's~~described ~~gaming~~in ~~licenses~~Note ~~are~~6 ~~tested~~to ~~annually~~the ~~for~~consolidated ~~impairment~~financial statements, oron ~~more~~November ~~frequently~~4, if2021, ~~indicators~~the ofCompany ~~impairment~~entered ~~exist,~~into bya ~~comparing~~warrant agreement to issue detachable warrants (the ~~fair~~“Warrants”) ~~value~~that ofcan ~~each~~be ~~gaming~~converted ~~license~~into up to ~~its~~a ~~carrying~~total ~~value~~of 4,400 shares of capital in MGE Korea Holding III Limited. ~~The~~Holders ~~Company~~of ~~assesses~~unexercised Warrants have the ~~fair~~right ~~value~~to require the parent of ~~its~~MGE ~~gaming~~Korea ~~licenses~~Holding ~~using~~III anLimited ~~income~~to ~~approach,~~purchase ~~which~~all ~~estimates~~of the ~~fair~~unexercised ~~value~~Warrants ~~using~~that ~~forecasted~~they ~~excess~~hold ~~earnings~~at ~~after~~certain ~~the~~relevant ~~discount~~times ~~rate~~(the is“Put ~~applied~~Option”). The ~~key~~Warrants ~~inputs~~and inthe ~~determining~~Put ~~the~~Option ~~fair~~are ~~value,~~classified ~~among~~as ~~others,~~long-term ~~include~~liabilities ~~projected~~and ~~revenue,~~are ~~EBITDA,~~re-measured ~~and~~at ~~discount~~their ~~rates~~estimated fair values at each reporting date. The Asestimated fair value of ~~September~~the ~~30,~~Warrants ~~2021,~~and the ~~carrying~~Put ~~value~~Option ofwas determined by utilizing the ~~gaming~~income ~~licenses~~approach ~~are~~(discounted ~~$172~~cash ~~million~~flow method) and a binomial lattice model. This valuation approach utilized Level 3 inputs. Management applied significant judgment in determining the appropriate accounting treatment and inputs utilized in its quarterly fair value model.

Auditing the fair value of the Company’s ~~gaming~~Warrants ~~licenses~~and Put Option liabilities involved a high degree of subjectivity in evaluating whether management’s estimates and assumptions of projected ~~revenue~~cash ~~and~~flows ~~EBITDA~~ and the selection of the discount rates and volatility inputs used to derive the fair value were reasonable, including the need to involve our fair value specialists.

~~F-2~~34

How the Critical Audit Matter ~~Was~~was Addressed in the Audit

~~Our~~We ~~audit~~evaluated ~~procedures~~management’s ~~related~~projected tocash ~~forecasts~~flows ofby ~~future~~benchmarking ~~revenue~~projected ~~and~~cash ~~EBITDA~~flows ~~included~~against ~~the~~comparable ~~following~~companies, ~~among~~evaluating ~~others:~~inputs used in the fair value model and gathering audit evidence to support those inputs.

• We evaluated ~~management’s~~the ~~ability~~reasonableness toof ~~accurately forecast future revenues and operating cash flows by comparing actual results to~~ management’s ~~historical~~cash ~~forecasts.~~flow estimates by:

~~•We~~◦ Comparing ~~evaluated~~to ~~the~~historical ~~reasonableness~~results offrom ~~management’s~~other ~~revenue~~similar ~~and EBITDA by:~~properties.

◦ Comparing to ~~historical~~internal ~~results~~communications to management, external parties and the Management Board.

◦~~Comparing~~ Evaluating toinputs ~~Internal~~used ~~communications~~in tothe ~~management~~fair value model such as projected capital expenditures and ~~the~~pre-opening ~~Board~~costs ofand ~~Directors~~expenses, and verifying that those projections are reasonable and supportable based on audit evidence.

~~◦Comparing~~• toWith ~~forecasted information included in~~ the ~~Company’s~~assistance ~~press~~of ~~release~~our asfair ~~well~~value asspecialists, inwe ~~analyst~~evaluated ~~and~~the ~~industry~~reasonableness ~~reports~~of ~~for~~ the ~~Company~~discount rates and ~~certain~~volatility ofinputs ~~its peer companies.~~by:

◦~~Considering~~ Testing the ~~impact~~source information underlying the determination of ~~changes~~the indiscount rates, volatility inputs and the ~~regulatory~~mathematical ~~environment~~accuracy onof ~~management’s~~the ~~projections~~calculations.

~~•With~~◦ Developing ~~the~~a ~~assistance~~range of ~~our~~independent ~~fair~~estimates ~~value~~and ~~specialists,~~comparing wethose ~~evaluated~~estimates ~~the~~to ~~reasonableness of~~ the discount rates and volatility inputs selected by: management.

◦Testing the source information underlying the determination of the discount rates and the mathematical accuracy of the calculations.

◦Developing a range of independent estimates and comparing those to the discount rates selected by management.

/s/ Deloitte & Touche LLP

Hartford, Connecticut

December 1620, ~~2021~~2022

We have served as the Company’s auditor since 2018.

~~F-3~~35

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2021		September 30, 2020
	September 30, 2022		September 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	~~149~~164,~~822~~671	$	~~112~~149,~~665~~822
Restricted cash and cash equivalents	58,~~259~~838		~~934~~5,259
Accounts receivable, net of allowance for doubtful accounts of $19,367 and $16,313, respectively	40,772		43,602
Accounts receivable, net	45,995		40,772
Inventories	1819,~~455~~662		1618,~~773~~455
Due from Ontario Lottery and Gaming Corporation	168,~~711~~906		216,~~854~~711
Casino Operating and Services Agreement customer contract asset	32,665		24,843
Contract asset	35,478		32,665
Other current assets	5635,~~466~~551		4656,~~362~~466
Total current assets	~~320~~319,~~150~~101		~~248~~320,~~033~~150
Restricted cash and cash equivalents	9347,~~616~~005		289,~~470~~616
Property and equipment, net	1,~~531~~643,~~619~~790		1,~~498~~531,~~047~~619
Right-of-use operating lease assets	362,008		408,434
Right-of-use assets	305,480		362,008
Other intangible assets, net	327,255		327,841
Intangible assets, net	311,526		327,255
Casino Operating and Services Agreement customer contract asset, net of current portion	87,262		104,405
Contract asset, net of current portion	51,979		87,262
Notes receivable	2,514		2,514
Other assets, net	8967,~~453~~522		89,~~444~~453
Total assets	$	23,~~729~~048,~~877~~917	$	2,~~707~~729,~~188~~877
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	8047,~~276~~402	$	7580,~~355~~276
Current portion of finance lease obligations	54,~~836~~491		25,~~802~~836
Current portion of right-of-use operating lease obligations	9,616		19,939
Current portion of operating lease obligations	5,473		9,616
Trade payables	2316,~~675~~465		2223,~~469~~675
Accrued payroll	5364,~~352~~332		3253,~~705~~352
Construction payables	5361,~~120~~166		4053,~~932~~120
Accrued interest payable	3738,~~546~~947		2637,~~349~~546
Due to Ontario Lottery and Gaming Corporation	223,~~253~~582		2522,~~405~~253
Other current liabilities	~~159~~165,~~802~~048		~~157~~159,~~910~~802
Total current liabilities	~~445~~406,~~476~~906		~~403~~445,~~866~~476
Long-term debt, net of current portion	12,~~858~~304,~~478~~551		1,~~894~~858,~~655~~478
Finance lease obligations, net of current portion	~~109~~107,~~189~~977		28109,~~209~~189
Right-of-use operating lease obligations, net of current portion	410,090		411,698
Operating lease obligations, net of current portion	357,139		410,090
Accrued payroll	3,529		3,978
Warrants and put option liabilities	47,300		—
Other long-term liabilities	36,357		32,771
Accrued payroll	—		3,529
Total liabilities	2,863,119		2,775,177
Other long-term liabilities	38,943		36,357
Total liabilities	3,262,816		2,863,119
Commitments and Contingencies
Capital:
Retained deficit	(~~133~~130,~~087~~551)		(75133,~~692~~087)
Accumulated other comprehensive income (loss)	(2,065)		223
Accumulated other comprehensive loss	(88,146)		(2,065)
Total capital attributable to Mohegan Tribal Gaming Authority	(~~135~~218,~~152~~697)		(75135,~~469~~152)
Non-controlling interests	14,~~910~~798		71,~~480~~910
Total capital	(~~133~~213,~~242~~899)		(67133,~~989~~242)
Total liabilities and capital	$	23,~~729~~048,~~877~~917	$	2,~~707~~729,~~188~~877

The accompanying notes are an integral part of these consolidated financial statements.

~~F-4~~36

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS ~~(LOSS)~~ AND COMPREHENSIVE INCOME (LOSS)

(in thousands)

	For the		For the		For the
	Fiscal Year Ended		Fiscal Year Ended		Fiscal Year Ended
	September 30, 2021		September 30, 2020		September 30, 2019
	September 30, 2022		September 30, 2021		September 30, 2020
Revenues:
Gaming	$	~~910~~1,~~378~~122,864	$	~~799~~910,~~647~~378	$	~~936~~799,~~412~~647
Food and beverage	73134,~~631~~724		~~103~~73,~~678~~631		~~157~~103,~~544~~678
Hotel	84115,~~307~~828		6984,~~113~~307		9769,~~235~~113
Retail, entertainment and other	~~160~~217,~~517~~095		~~142~~160,~~524~~517		~~197~~142,~~619~~524
Net revenues	1,~~228~~590,~~833~~511		1,~~114~~228,~~962~~833		1,~~388~~114,~~810~~962
Operating costs and expenses:
Gaming, including related party transactions of $1,513, $2,265 and $2,809, respectively	470,723		444,875		551,738
Gaming, including related party transactions of $3,235, $1,513 and $2,265, respectively	573,561		470,723		444,875
Food and beverage	63111,~~414~~379		9163,~~662~~414		~~123~~91,~~814~~662
Hotel, including related party transactions of $8,644, $8,644 and $8,645, respectively	36,097		35,578		42,476
Hotel, including related party transactions of $8,644, $8,644 and $8,644, respectively	47,689		36,097		35,578
Retail, entertainment and other	3879,~~390~~289		5438,~~020~~390		9354,~~335~~020
Advertising, general and administrative, including related party transactions of $35,155, $28,873 and $43,826, respectively	231,084		226,588		223,716
Advertising, general and administrative, including related partytransactions of $48,723, $35,155 and $28,873, respectively	309,160		231,084		226,588
Corporate, including related party transactions of $6,761, $7,221 and $5,825, respectively	61,301		44,177		45,880
Corporate, including related party transactions of $7,551, $6,761 and $7,221, respectively	65,034		61,301		44,177
Depreciation and amortization	~~105~~102,~~335~~625		~~109~~105,~~067~~335		~~122~~109,~~657~~067
Impairment of Mohegan Sun Pocono's intangible assets	—		126,596		—
Impairment of tangible assets	23,565		—		—
Impairment of Mohegan Sun Pocono's goodwill	—		—		39,459
Impairment of intangible assets	12,869		—		126,596
Other, net	3819,~~032~~106		1538,~~616~~032		915,~~273~~616
Total operating costs and expenses	1,~~044~~344,~~376~~277		1,~~148~~044,~~179~~376		1,~~252~~148,~~348~~179
Income (loss) from operations	~~184~~246,~~457~~234		~~(33~~184,~~217)~~457		~~136~~(33,~~462~~217)
Other income (expense):
Interest income	~~123~~168		~~1,754~~123		61,~~803~~754
Interest expense, net of capitalized interest	(171,844)		(134,925)		(144,130)
Interest expense, net	(206,314)		(171,844)		(134,925)
Loss on modification and early extinguishment of debt, net	(21,793)		(2,888)		—
Gain (loss) on modification and early extinguishment of debt	630		(21,793)		(2,888)
Other, net	10,057		566		(482)
Gain on fair value adjustment	43,020		—		—
Total other expense	(183,457)		(135,493)		(137,809)
Other, net	268		10,057		566
Income (loss) before income tax	1,000		(168,710)		(1,347)
Total other expense	(162,228)		(183,457)		(135,493)
Income tax benefit (provision)	6,353		6,694		(1,029)
Income (loss) before income tax	84,006		1,000		(168,710)
Net income (loss)	7,353		(162,016)		(2,376)
Income tax benefit (provision)	(8,810)		6,353		6,694
Income attributable to non-controlling interests	(622)		(139)		(169)
Net income (loss)	75,196		7,353		(162,016)
Net income (loss) attributable to Mohegan Tribal Gaming Authority	6,731		(162,155)		(2,545)
Income attributable to non-controlling interests	(545)		(622)		(139)
Net income (loss) attributable to Mohegan Tribal Gaming Authority	74,651		6,731		(162,155)
Comprehensive income (loss):
Foreign currency translation adjustment	(~~929~~86,081)		~~7,303~~(929)		~~(18~~7,~~666)~~303
Other	17—		~~(48)~~17		31(48)
Other comprehensive income (loss)	(~~912~~86,081)		~~7,255~~(912)		~~(18~~7,~~635)~~255
Other comprehensive (income) loss attributable to non-controlling interests	(1,376)		(399)		940
Other comprehensive income attributable to non-controlling interests	—		(1,376)		(399)
Other comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority	(286,~~288~~081)		6(2,~~856~~288)		~~(17~~6,~~695)~~856
Comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority	$	4(11,~~443~~430)	$	~~(155~~4,~~299)~~443	$	(20155,~~240~~299)

The accompanying notes are an integral part of these consolidated financial statements.

~~F-5~~37

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

	Retained Earnings (Deficit)		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Total Capital Attributable to Mohegan Tribal Gaming Authority		Non-controlling Interests		Total Capital
Balance, September 30, 2018	$	250,707	$	—	$	11,062	$	261,769	$	9,025	$	270,794
Balance, September 30, 2019	$	137,124	$	—	$	(6,633)	$	130,491	$	6,942	$	137,433
Cumulative-effect adjustment for the adoption of ASC 606 "Revenue from Contracts with Customers"	(41,575)		—		—		(41,575)		—		(41,575)
Net income (loss)	(2,545)		—		—		(2,545)		169		(2,376)
Foreign currency translation adjustment	—		—		(17,726)		(17,726)		(940)		(18,666)
Distributions to Mohegan Tribe	(60,000)		—		—		(60,000)		—		(60,000)
Distributions to Mohegan Tribe related to the Cowlitz Project	(730)		—		—		(730)		—		(730)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(120)		—		—		(120)		—		(120)
Redemption of Mohegan Tribe membership interest related to the Cowlitz Project	(4,114)		—		—		(4,114)		(5,886)		(10,000)
Redemption of membership interest related to the New England Black Wolves franchise	(4,499)		—		—		(4,499)		4,574		75
Other	—		—		31		31		—		31
Balance, September 30, 2019	137,124		—		(6,633)		130,491		6,942		137,433
Net income (loss)	(162,155)		—		—		(162,155)		139		(162,016)
Foreign currency translation adjustment	—		—		6,904		6,904		399		7,303
Contribution from Mohegan Tribe	10,000		—		—		10,000		—		10,000
Distributions to Mohegan Tribe	(60,000)		—		—		(60,000)		—		(60,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(661)		—		—		(661)		—		(661)
Distributions to Salishan Company, LLC	(661)		—		—		(661)		—		(661)
Other	—		—		(48)		(48)		—		(48)
Balance, September 30, 2020	(75,692)		—		223		(75,469)		7,480		(67,989)
Net income	6,731		—		—		6,731		622		7,353
Foreign currency translation adjustment	—		—		(2,305)		(2,305)		1,376		(929)
Contribution from Mohegan Tribe	—		2,814		—		2,814		—		2,814
Distributions to Mohegan Tribe	(63,186)		(2,814)		—		(66,000)		—		(66,000)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(940)		—		—		(940)		—		(940)
Distributions to Salishan Company, LLC	(940)		—		—		(940)		—		(940)
Other	—		—		17		17		(7,568)		(7,551)
Balance, September 30, 2021	$(133,087)	~~(133,087)~~	$—	—	$(2,065)	~~(2,065)~~	$(135,152)	~~(135,152)~~	$1,910	~~1,910~~	$(133,242)	~~(133,242)~~
Net income	74,651		—		—		74,651		545		75,196
Foreign currency translation adjustment	—		—		(86,081)		(86,081)		—		(86,081)
Contribution from Mohegan Tribe	—		325		—		325		—		325
Distributions to Mohegan Tribe	(71,075)		(325)		—		(71,400)		—		(71,400)
Distributions to Salishan Company, LLC	(1,040)		—		—		(1,040)		—		(1,040)
Other	—		—		—		—		2,343		2,343
Balance, September 30, 2022	$	(130,551)	$	—	$	(88,146)	$	(218,697)	$	4,798	$	(213,899)

The accompanying notes are an integral part of these consolidated financial statements.

~~F-6~~38

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the		For the		For the
	Fiscal Year Ended		Fiscal Year Ended		Fiscal Year Ended
	September 30, 2021		September 30, 2020		September 30, 2019
	September 30, 2022		September 30, 2021		September 30, 2020
Cash flows provided by operating activities:
Net income (loss)	$	775,~~353~~196	$	~~(162~~7,~~016)~~353	$	(2162,~~376~~016)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	~~105~~102,~~335~~625		~~109~~105,~~067~~335		~~122~~109,~~657~~067
Non-cash operating lease expense	108,~~911~~335		1210,~~465~~911		—12,465
Loss on modification and early extinguishment of debt, net	21,418		—		—
Accretion of discounts	1,984		1,670		1,109
Accretion of discounts	1,670		1,109		1,188
Amortization of discounts and debt issuance costs	15,739		19,415		19,205
Amortization of discounts and debt issuance costs	19,415		19,205		19,562
Paid-in-kind interest	35,059		—		—
Provision for losses on receivables	4,709		4,592		976
Gain on fair value adjustment	(43,020)		—		—
Impairment of Mohegan Sun Pocono's intangible assets	—		126,596		—
(Gain) loss on modification and early extinguishment of debt	(704)		21,418		—
Impairment of Mohegan Sun Pocono's goodwill	—		—		39,459
Provision for losses on receivables	6,095		4,709		4,592
Deferred income taxes	(69,~~716)~~102		(76,~~049~~716)		~~637~~(7,049)
Other, net	(6,676)		1,585		(888)
Impairment charges	36,434		—		126,596
Changes in operating assets and liabilities, net of effect of the MGE Niagara Resorts acquisition:
Other, net	4,746		(6,676)		1,585
Accounts receivable	(1,617)		4,423		(6,558)
Changes in operating assets and liabilities, net of effect of the Niagara Resorts acquisition:
Accrued interest on notes receivable related to the Cowlitz Project	—		—		71,579
Accounts receivable, net	(12,618)		(1,617)		4,423
Inventories	(1,~~518~~419)		(1,~~435~~518)		~~461~~1,435
Due from Ontario Lottery and Gaming Corporation	~~(13~~7,~~768)~~463		7(13,~~571~~768)		~~(10~~7,~~943)~~571
Casino Operating and Services Agreement customer contract asset	16,244		(77,026)		(53,191)
Contract asset	24,817		16,244		(77,026)
Other assets	~~(772)~~21,789		~~7,797~~(772)		(37,~~646)~~797
Trade payables	~~126~~(7,115)		~~5,125~~126		15,~~992~~125
Accrued interest	11,176		6,550		387
Accrued interest payable	1,899		11,176		6,550
Due to Ontario Lottery and Gaming Corporation	5(18,~~835~~397)		(15,~~983)~~835		29(1,~~122~~983)
Operating lease liabilities	13,800		3,105		—
Operating lease obligations	(4,345)		13,800		3,105
Other liabilities	4024,~~842~~650		~~(14~~40,~~339)~~842		(1014,~~019~~339)
Net cash flows provided by operating activities	~~227~~288,~~767~~315		48227,~~212~~767		~~200~~48,~~399~~212
Cash flows used in investing activities:
Purchases of property and equipment	(48287,~~263~~211)		(~~149~~48,~~031~~263)		(77149,~~613~~031)
Acquisition of the MGE Niagara Resorts, net of cash acquired	—		(1,666)		(72,287)
Investments related to the Inspire Korea project	(5,611)		—		(7,980)
Proceeds from notes receivable related to the Cowlitz Project	—		—		32,026
Investment in Mohegan Hotel Holding, LLC	—		—		(10,750)
Investment in Mohegan Hotel Holding, LLC	—		(10,750)		—
Acquisition of the Niagara Resorts, net of cash acquired	—		—		(1,666)
Investments related to Project Inspire	—		(7,980)		(18,601)
Other, net	(2,077)		(1,078)		(3,929)
Other, net	(1,078)		(3,929)		(7,105)
Net cash flows used in investing activities	(294,899)		(49,341)		(173,356)
Net cash flows used in investing activities	(49,341)		(173,356)		(143,580)
Cash flows provided by (used in) financing activities:
New senior secured credit facility borrowings - revolving and line of credit	839,444		—		—
Proceeds from revolving credit facilities	1,064,176		1,056,296		730,772
New senior secured credit facility repayments - revolving and line of credit	(792,217)		—		—
Repayments on revolving credit facilities	(1,125,253)		(1,201,511)		(609,345)
Prior senior secured credit facility borrowings - revolving and line of credit	156,287		650,525		1,258,939
Proceeds from issuance of long-term debt	698,358		1,223,802		7,845
Prior senior secured credit facility repayments - revolving and line of credit	(353,287)		(555,525)		(1,222,939)
Repayments of long-term debt	(55,884)		(1,143,507)		(76,458)
Prior senior secured credit facility repayments - term loans A and B	(1,056,061)		(47,618)		(64,307)
Payments on finance lease obligations	(5,553)		(1,145)		(1,298)
Proceeds from Main Street term loan facility, net of discounts	48,108		—		—
Contributions from affiliates	325		2,814		10,000
Repayment of Main Street term loan facility	(50,000)		—		—
Distributions to affiliates	(72,440)		(66,940)		(60,661)
Proceeds from issuance of senior secured notes	1,175,000		—		—
Payments of financing fees	(66,301)		(24,586)		(13,752)
MGE Niagara credit facility borrowings - revolving and swingline	60,565		80,247		—
Other, net	736		(1,607)		(1,527)
MGE Niagara credit facility repayments - revolving and swingline	(56,007)		(53,820)		—
Net cash flows provided by (used in) financing activities	438,164		(156,384)		(14,424)
MGE Niagara credit facility borrowings - term loan	—		—		75,220
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	431,580		22,042		(139,568)
MGE Niagara credit facility repayments - term loan	(3,979)		(3,716)		(944)
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	(75,763)		586		908
Proceeds from Mohegan Tribe subordinated loan	—		5,000		—
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year	164,697		142,069		280,729
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year	$	520,514	$	164,697	$	142,069

~~F-7~~39

Repayment of Mohegan Tribe subordinated loan	(5,000)		—		—
Payments on redemption note payable	(22,960)		(20,434)		(3,969)
Proceeds from MGE Niagara convertible debenture	—		—		30,088
Other borrowings	694		2,845		11,335
Other repayments	(5,507)		(4,690)		(5,450)
Payments on finance lease obligations	(1,145)		(1,298)		(292)
Contributions from Mohegan Tribe	2,814		10,000		—
Distributions to Mohegan Tribe	(66,000)		(60,000)		(60,000)
Distributions to Mohegan Tribe related to the Cowlitz Project	—		—		(730)
Distributions to Salishan Company, LLC related to the Cowlitz Project	(940)		(661)		(120)
Redemption of Mohegan Tribe membership interest related to the Cowlitz Project	—		—		(10,000)
Payments of financing fees	(24,586)		(13,752)		(3,263)
Other, net	(1,607)		(1,527)		(1,527)
Net cash flows provided by (used in) financing activities	(156,384)		(14,424)		2,041
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	22,042		(139,568)		58,860
Effect of exchange rate on cash, cash equivalents, restricted cash and restricted cash equivalents	586		908		(12,757)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year	142,069		280,729		234,626
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year	$	164,697	$	142,069	$	280,729
Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents to the consolidated balance sheets:
Cash and cash equivalents	$	~~149~~164,~~822~~671	$	~~112~~149,~~665~~822	$	~~130~~112,~~138~~665
Restricted cash and cash equivalents, current	58,~~259~~838		~~934~~5,259		~~4,960~~934
Restricted cash and cash equivalents, non-current	9347,~~616~~005		289,~~470~~616		~~145~~28,~~631~~470
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	~~164~~520,~~697~~514	$	~~142~~164,~~069~~697	$	~~280~~142,~~729~~069
Supplemental disclosures:
Cash paid for interest	$	~~139~~165,~~267~~192	$	~~114~~139,~~873~~267	$	~~123~~114,~~731~~873
Non-cash transactions:
Right-of-use operating lease assets additions (reductions)	$	(53,392)	$	426,403	$	—
Right-of-use assets additions (reductions)	$	(26,009)	$	(53,392)	$	426,403
Right-of-use operating lease obligations additions (reductions)	$	(43,146)	$	426,548	$	—
Operating lease obligations additions (reductions)	$	(26,009)	$	(43,146)	$	426,548
Finance lease assets and obligations	$	79,187	$	2,879	$	29,986
Paid-in-kind interest capitalized	$	7,390	$	—	$	—
Construction payables	$	22,052	$	38,172	$	11,888
Paid-in-kind interest converted to debt	$	36,998	$	—	$	—
Prior senior secured credit facility reductions	$	—	$	10,514	$	13,295
Increase in construction payables	$	8,046	$	22,052	$	38,172
MGE Niagara Resorts - recognition (derecognition) of build-to-suit asset and liability	$	—	$	(90,675)	$	90,292
Finance lease assets and obligations	$	—	$	79,187	$	2,879
MGE Niagara Resorts - recognition of parking license asset and liability	$	—	$	—	$	5,242
Prior senior secured credit facility reduction	$	—	$	—	$	10,514
Payment by a third party for interactive gaming and sports wagering licenses	$	—	$	—	$	18,000
Derecognition of build-to-suit asset and liability	$	—	$	—	$	90,675

The accompanying notes are an integral part of these consolidated financial statements.

~~F-8~~40

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~ Note 1 —~~ORGANIZATION:~~ Organization

Organization

~~The~~We were established by the Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe”) ~~established the Mohegan Tribal Gaming Authority~~ in July 1995. ~~with~~We have the exclusive authority to conduct and regulate gaming activities for the Mohegan Tribe on tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Mohegan Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Mohegan Tribe and its entities, including the Mohegan Tribal Gaming Authority, are generally not subject to federal, state or local income taxes. However, MGE Niagara Entertainment Inc. (“MGE Niagara”), a wholly-owned subsidiary, is subject to tax in Ontario, Canada, and certain non-tribal entities are subject to state or local income taxes in the United States.

~~The~~We ~~Mohegan~~are ~~Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment (the “Company”) is~~ primarily engaged in the ownership, operation and development of integrated entertainment facilities. ~~The~~We ~~Company~~ currently ~~owns~~own two facilities in the United States and ~~operates~~operate or ~~manages~~manage five other facilities in the United States and Canada. ItWe isare also currently developing a facility in South Korea, the Inspire Entertainment Resort located adjacent to the Incheon International Airport (“Inspire Korea”).

Our Properties

Mohegan Sun

We own Mohegan Sun which is located on an approximately 196-acre site on the Mohegan Tribe's reservation overlooking the Thames River. The facility is one of two authorized gaming and entertainment facilities in the state of Connecticut and competes primarily with gaming operations in Massachusetts, Rhode Island and New York.

Mohegan Pennsylvania

We own Mohegan Pennsylvania which is located on an approximately 400-acre site in Wilkes-Barre, Pennsylvania, and features live harness racing. The facility is one of 16 gaming and entertainment facilities in the state of Pennsylvania and competes primarily with facilities in Bethlehem and Mount Pocono.

Inspire Korea

In February 2016, Inspire Integrated Resort Co., Ltd. (“Inspire Integrated Resort”), a wholly-owned subsidiary, was awarded pre-approval for a gaming license to be issued upon completion of the construction of Inspire Korea in South Korea. This license would permit gaming only by holders of non-Korean passports. In August 2016, we entered into an agreement with the Incheon International Airport Authority for the long-term lease and development of approximately 4.4 million square meters of land located directly adjacent to Terminal 2 of the Incheon International Airport. The integrated entertainment resort phase of Inspire Korea is planned to open in late 2023, with the casino anticipated to open in January 2024. Inspire Korea will compete primarily with another casino resort located in Incheon and several other smaller casino-only operations located in downtown Seoul.

Niagara Resorts

We operate the Niagara Resorts under a Casino Operating and Services Agreement. The Niagara Resorts include Fallsview Casino Resort, Casino Niagara and the OLG Stage at Fallsview Casino, all in Niagara Falls, Canada. Fallsview Casino Resort, which overlooks the iconic Horseshoe Falls, and Casino Niagara are the only two gaming and entertainment facilities in Niagara Falls, Canada. The Niagara Resorts compete primarily with facilities in Toronto, Ontario and Niagara Falls, New York.

Mohegan Casino Las Vegas

ilani Casino Resort

We developed and currently operate ilani Casino Resort in Clark County, Washington, a gaming and entertainment facility owned by the federally-recognized Cowlitz Indian Tribe and the Cowlitz Tribal Gaming Authority. ilani Casino Resort is located approximately 16 miles north of Portland with direct access to Interstate 5.

Resorts Casino Hotel

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Casino Hotel is one of nine casinos operating in Atlantic City and competes primarily with resorts and casinos in Atlantic City, New Jersey, Pennsylvania and New York.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic and the United States federal government declared it a national emergency. The spread of COVID-19 has affected most segments of the global economy, including ~~the~~our ~~Company’s~~ operations. In March 2020, ~~the~~we ~~Company~~ temporarily suspended operations at ~~its~~our ~~North~~properties ~~American~~in ~~owned,~~the ~~operated~~United States and ~~managed~~Canada ~~properties~~ to ensure the health and safety of ~~its~~our employees, ~~guests~~customers and the surrounding communities in which ~~the~~we ~~Company operates~~operate, consistent with directives from various ~~government~~governmental bodies. ~~Following~~All ~~these~~of ~~closures,~~our ~~the Company reopened its~~ properties ~~as follows: (i) ilani Casino Resort~~ in ~~May~~the ~~2020,~~United ~~(ii)~~States ~~Mohegan~~were ~~Sun~~reopened inby ~~June~~ July 2020,. ~~(iii)~~Our ~~Mohegan~~properties ~~Sun Pocono~~ in ~~June~~Canada ~~2020,~~reopened ~~(iv) Resorts Casino Hotel~~ in July ~~2020 and (v) the MGE Niagara Resorts in July~~ 2021., ~~Mohegan~~but ~~Sun~~were ~~Pocono was again~~ temporarily closed again from ~~December~~January 125, ~~2020,~~2022 through January 3 30, ~~2021~~ 2022, due to a resurgence of COVID-19 at that time. ~~In addition, the initial opening of Mohegan Sun Las Vegas was delayed until March 2021.~~

While we are operating at full capacity as of the filing of this Annual Report on Form 10-K, COVID-19 has had a significant impact on ~~the~~our ~~Company's~~ operations, the full extent of which depends on future developments which are highly uncertain and cannot be predicted with confidence. Such developments include the following:

•the duration of COVID-19 or the extent of any resurgence or variants of COVID-19 in areas where we operate or where our customers are located;

•the manner in which ~~the~~our ~~Company's guests~~customers, suppliers and other third parties respond to COVID-19, including the perception of safety and health measures ~~taken~~we ~~by the Company~~implemented;

•new information that may emerge concerning the severity of COVID-19 and the actions to contain or treat it;

•general, local or national economic conditions; and

•consumer confidence.

Accordingly, ~~the~~we ~~Company~~ cannot reasonably estimate the extent to which COVID-19 will further impact ~~its~~our future financial condition, results of operations and cash flows.

~~The~~We ~~Company~~ could experience other potential adverse impacts as a result of COVID-19, including, but not limited to, charges from further adjustments to the carrying value of ~~its~~our intangible assets, as well as other long-lived asset impairment charges. Actual results may differ materially from ~~the~~our ~~Company’s~~ current estimates as the scope of COVID-19 evolves, depending largely, but not exclusively, on the duration and extent of ~~the~~any ~~Company’s~~ business disruptions.

~~NOTE~~ Note 2 —~~BASIS~~ OFBasis ~~PRESENTATION~~of ~~AND~~Presentation ~~SUMMARY~~and OFSummary ~~SIGNIFICANT~~of ~~ACCOUNTING~~Significant ~~POLICIES:~~Accounting Policies

Principles of Consolidation

The accompanying ~~consolidated~~Financial ~~financial~~Statements ~~statements~~ include the accounts of the Company and its majority and wholly-owned subsidiaries and entities. The accounts of MGE Niagara Entertainment Inc. (“MGE Niagara”) are consolidated into the accounts of the Company as MGE Niagara is a variable interest entity and the Company is deemed to be the primary beneficiary of MGE Niagara. In consolidation, all intercompany balances and transactions are eliminated.

F-9

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

MGE Niagara is a variable interest entity and the Company is deemed to be the primary beneficiary of MGE Niagara. In consolidation, all intercompany balances and transactions are eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires ~~the~~us ~~Company~~ to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, ~~and~~ expenses and ~~the~~ related ~~disclosure~~disclosures of contingent assets and liabilities. Actual amounts could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits that can be redeemed on demand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash and cash equivalents include all operating cash and in-house funds.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents consist of deposits that are restricted as to their withdrawal or use. Restricted cash and cash equivalents primarily include cash intended to be used for ~~the development and construction of an integrated resort and casino project to be located adjacent to the Incheon International Airport in South Korea (“Project~~ Inspire”) ~~and for payments to the Ontario Lottery and Gaming Corporation in connection with a Casino Operating and Services Agreement (the “Casino Operating and Services Agreement”)~~Korea.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Accounts Receivable

Accounts receivable consists of casino receivables, which represent credit extended to approved casino ~~patrons~~customers, and hotel and other non-gaming receivables. ~~The~~We ~~Company~~maintain ~~maintains~~ a reserve for doubtful collection of these receivables, which primarily relates to casino receivables.

Inventories

Inventories are stated at the lower of cost or net realizable value and consist primarily of food and beverage, retail, hotel and operating supplies. Cost is determined using the average cost method.

Due from/to Ontario Lottery and Gaming Corporation

On a bi-weekly basis, the Ontario Lottery and Gaming Corporation remits estimated amounts due to us pursuant to the terms of the Casino Operating and Services Agreement. Any such remittance that is due, but not yet received, is recorded within due from Ontario Lottery and Gaming Corporation. Differences between actual and estimated amounts due are separately settled with the Ontario Lottery and Gaming Corporation on an annual basis, however, a quarterly interim reconciliation process is available. Any settlement amount owed to the Ontario Lottery and Gaming Corporation is recorded within due to Ontario Lottery and Gaming Corporation.

Property and Equipment


Buildings and land improvements			40 years
Furniture and equipment			3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred.

~~Other~~ Intangible Assets

~~F-10~~The evaluation of intangible assets for impairment requires the use of estimates about future cash flows. Such estimates are, by their nature, subjective. Actual results may differ materially from our estimates and could result in impairment charges in the future.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

group). The amount of the impairment charge, if any, is calculated as the excess of the asset’s (asset group’s) carrying value over their fair value. As of September 30, 2021, the Company assessed its intangible assets with finite lives for impairment and determined that no impairment existed.

The evaluation of intangible assets for impairment requires the use of estimates about future cash flows. Such estimates are, by their nature, subjective. Actual results may differ materially from the Company’s estimates and could result in impairment charges in the future.

Debt Issuance Costs

Debt issuance costs are amortized to interest expense based on the effective interest method.

Self-insurance Reserves

~~The~~We ~~Company~~are is self-insured up to certain limits for costs associated with workers’ compensation, general liability and employee medical coverage. Insurance claims and reserves include estimated settlements of known claims, as well as estimates of incurred but not reported claims. These reserves are recorded within other current liabilities. In estimating self-insurance reserves, ~~the~~we ~~Company~~consider ~~considers~~ historical loss experiences and expected levels of costs per claim. Claims are accounted for based on estimates of undiscounted claims, including claims incurred but not reported.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Leases

~~Effective~~We ~~October~~account ~~1, 2019, the Company accounts~~ for leases in accordance with guidance provided by Accounting Standards Updates (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires, among other things, lessees to recognize a right-of-use asset and liability for leases with terms in excess of 12 months. Prior to October 1, 2019, the Company accounted for leases in accordance with guidance provided by Accounting Standards Codification (“ASC”) Topic 840, “Leases” (“ASC 840”), which required that leases be evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that met one or more of the capital lease criteria under this guidance were recorded as capital leases. All other leases were recorded as operating leases. Capital leases were initially recorded at the lower of the fair value of the leased assets or the present value of future minimum lease payments and were amortized in accordance with guidance provided by ASC Topic 840-30, “Leases - Capital Leases”.

~~The~~We ~~Company~~determine ~~determines~~ if a contract is, or contains, a lease at its inception or at the time of any modification. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset requires that the lessee has both: (i) the right to obtain substantially all of the economic benefits from the use of the asset and (ii) the right to direct the use of the asset.

Right-of-use operating and finance lease assets and liabilities are recognized on the respective lease commencement date based on the present value of future lease payments over the expected lease term. An expected lease term includes any option to extend or terminate the lease if it is reasonably certain that ~~the~~we ~~Company~~ will exercise such option. ~~The~~We ~~Company~~utilize ~~utilizes~~ the incremental borrowing rate (“IBR”) applicable to the lease as determined at the lease commencement date to calculate the present value of future lease payments. The applicable IBR is determined based on the treasury group to which the leasing entity belongs and that group’s estimated interest rate for collateralized borrowings over a similar term as the future lease payments. ~~Upon adoption of ASU 2016-02, the Company utilized IBRs as of October 1, 2019 to determine the present value of the remaining lease payments for operating leases that commenced prior to that date.~~ Operating lease expense for fixed lease payments is recognized on a straight-line basis over the expected lease term. Finance lease assets are recorded within property and equipment, net and are amortized on a straight-line basis over the related lease term.

Warrants and Put Option

We account for our warrants and put option liabilities in accordance with guidance provided by Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815 the warrants and put option do not meet the criteria for equity treatment. Accordingly, these instruments are classified as long-term liabilities and are re-measured at their estimated fair values at each reporting date. The estimated fair value of the warrants and put option was determined by utilizing the income approach (discounted cash flow method) and a binomial lattice model.

Revenue Recognition

~~The~~Our ~~Company’s~~ revenues from contracts with customers consist of gaming, including racing and online casino gaming and sports ~~betting~~wagering, food and beverage, hotel, retail, entertainment and convention related transactions, as well as management and development services related to management and development contracts with third-party facilities.

The transaction price in a gaming contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price in a racing contract, inclusive of live racing at ~~the~~our ~~Company’s~~ facilities, as well as import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations, which primarily consist of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to racing operations. The transaction price in online casino gaming and sports ~~betting~~wagering is the share of the revenues ~~the~~that ~~Company~~we ~~expects~~expect to collect as the agent. The transaction prices in food and beverage, hotel, retail, entertainment and convention contracts are the net amounts collected for such goods and services. Sales and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not recorded within revenues or expenses. The transaction prices in management and development service contracts are the amounts collected for services rendered in accordance with contractual terms, inclusive of reimbursable costs and expenses.

FWe recognize gaming revenues as amounts wagered less prizes paid out. Gaming transactions involve two performance obligations for customers participating in our loyalty reward programs and a single performance obligation for customers that do not participate. We apply a practical expedient by accounting for gaming contracts on a portfolio basis, as such contracts share similar characteristics. The effects on our Financial Statements under this approach do not differ materially versus under an individual contract basis. We utilize a deferred revenue model to reduce gaming revenues by the estimated fair value of loyalty points earned by customers. Revenues allocated to gaming performance obligations are recognized when gaming occurs as such activities are settled immediately. Revenues allocated to the loyalty points deferred revenue liability are recognized when loyalty points are redeemed. The deferred revenue liability is based on the estimated stand-11alone selling price of loyalty points earned after factoring in the likelihood of redemption.

Food and beverage, hotel, retail, entertainment and convention transactions have been determined to be separate, stand-alone performance obligations and revenues for such contracts are recognized when the related goods and services are transferred to customers. Revenues from contracts which include a combination of these transactions are allocated on a pro rata basis based on the stand-alone selling price of the goods and services. Revenues from food and beverage, hotel, retail, entertainment and other services, including revenues associated with loyalty point redemptions, are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~accounted~~Management ~~for~~and ondevelopment aservices ~~net~~have ~~basis~~been determined to be separate, stand-alone performance obligations, and revenues for such contracts are ~~not~~recognized ~~recorded~~when ~~within~~the ~~revenues~~related orservices ~~expenses~~are performed. ~~The~~We ~~transaction~~recognize ~~prices~~management infees pursuant to the respective management ~~and~~agreement, ~~development~~usually ~~service~~as ~~contracts~~a ~~are~~percentage of the ~~amounts~~managed ~~collected~~entity’s ~~for~~earnings ~~services~~during ~~rendered~~the inperiod. ~~accordance~~Development ~~with~~fees ~~contractual~~are ~~terms~~recognized pursuant to the respective development agreement, ~~inclusive~~typically as a percentage of ~~reimbursable~~construction costs incurred during the period. Management and ~~expenses~~development fees are recorded within retail, entertainment and other revenues.

~~The~~We ~~Company~~operate ~~recognizes~~the ~~gaming~~Niagara ~~revenues~~Resorts asunder ~~amounts~~the ~~wagered~~terms ~~less~~of ~~prizes~~a ~~paid~~21-year ~~out.~~Casino Operating and Services Agreement with the Ontario Lottery and Gaming ~~transactions~~Corporation. ~~involve~~Pursuant ~~two~~to ~~performance~~the ~~obligations~~laws ~~for~~of ~~patrons~~Canada ~~participating~~and inthe Province of Ontario, the ~~Company’s~~Ontario ~~loyalty~~Lottery ~~reward~~and ~~programs~~Gaming Corporation retains legal authority to conduct and amanage ~~single~~lottery ~~performance~~schemes ~~obligation~~on ~~for~~behalf ~~patrons~~of ~~that~~the doProvince ~~not~~of ~~participate~~Ontario. ~~The~~We ~~Company~~are ~~applies~~acting as a ~~practical~~service ~~expedient~~provider byto ~~accounting~~the ~~for~~Ontario Lottery and Gaming Corporation under the Casino Operating and Services Agreement and, therefore, recognize gaming ~~contracts~~revenues net of amounts due to the Ontario Lottery and Gaming Corporation. We retain all non-gaming revenues and recognize these amounts on a ~~portfolio~~gross basis. The Casino Operating and Services Agreement represents a series of distinct goods and services and, astherefore, ~~such~~is ~~contracts~~deemed ~~share~~to ~~similar~~be ~~characteristics~~a single performance obligation. The ~~effects~~transaction onprice under the ~~Company's~~Casino ~~consolidated~~Operating ~~financial~~and ~~statements~~Services ~~under~~Agreement ~~this~~includes ~~approach~~both dofixed ~~not~~and ~~differ~~variable ~~materially~~consideration. The ~~versus~~fixed ~~under~~consideration is comprised of an ~~individual~~annual ~~contract~~service ~~basis~~provider fee and additional consideration for permitted capital expenditures up to an annual cap. The ~~Company~~fixed ~~utilizes~~consideration ais ~~deferred~~recognized as revenue ~~model~~on toa ~~reduce~~straight-line ~~gaming~~basis ~~revenues~~over bythe term of the ~~estimated~~Casino ~~fair~~Operating ~~value~~and ofServices ~~loyalty~~Agreement. ~~points~~The ~~earned~~variable byconsideration ~~patrons.~~consists of 70% of Gaming Revenues ~~allocated~~(as defined under the Casino Operating and Services Agreement), in excess of a guaranteed annual minimum amount payable to ~~gaming~~the ~~performance~~Ontario ~~obligations~~Lottery and Gaming Corporation (the “Threshold”). Annual Threshold amounts are ~~recognized~~contractually ~~when~~established and vary from year to year. If gaming ~~occurs~~revenues asare ~~such~~less ~~activities~~than the Threshold for any given year, we are ~~settled~~obligated ~~immediately.~~to ~~Revenues~~make ~~allocated~~a payment to cover the ~~loyalty~~related ~~points~~shortfall. ~~deferred~~The ~~revenue~~variable ~~liability~~consideration ~~are~~is recognized ~~when~~as ~~loyalty~~revenue ~~points~~as services are ~~redeemed~~rendered under the terms of the Casino Operating and Services Agreement. ~~The~~We ~~deferred~~measure ~~revenue~~our ~~liability~~progress isin satisfying this performance obligation based on the output method, which aligns with the benefits provided to the Ontario Lottery and Gaming Corporation. Projected revenues are estimated ~~stand-alone~~based ~~selling~~on ~~price~~the most likely amount within a range of ~~loyalty~~possible ~~points~~outcomes ~~earned~~to ~~after~~the ~~factoring~~extent that a significant reversal in the ~~likelihood~~amount of ~~redemption~~cumulative revenues recognized is not probable of occurring. The difference between revenues recognized and cash received is recorded as an asset or a liability and classified as short-term or long-term based upon the anticipated timing of reversal. In the event an asset is recorded, such asset is assessed at least annually for impairment.

~~Food~~In ~~and~~June ~~beverage~~2021, ~~hotel,~~the ~~retail,~~Casino ~~entertainment~~Operating and ~~convention~~Services ~~transactions~~Agreement ~~have~~was ~~been~~amended ~~determined~~ to beprovide ~~separate~~for, ~~stand-alone~~among ~~performance~~other ~~obligations~~things, ~~and revenues for such contracts are recognized when the related goods and services are transferred to patrons. Revenues from contracts which include~~ a ~~combination of these transactions are allocated on a pro rata basis based on the stand~~three-~~alone~~year ~~selling~~replacement ~~price~~ of the ~~goods~~annual ~~and~~Threshold, ~~services.~~subject ~~Revenues~~to ~~from~~certain ~~food and beverage~~conditions, ~~hotel,~~with ~~retail,~~a ~~entertainment~~fixed ~~and~~revenue ~~other~~share ~~services,~~percentage. ~~including~~The ~~revenues~~annual ~~associated~~Threshold ~~with~~may ~~loyalty~~be ~~point~~reinstated ~~redemptions, are recognized~~ at ~~the~~any time ~~such~~during ~~service~~this ~~is performed. Minimum rental revenues are recognized on a straight~~three-~~line~~year ~~basis~~period ~~over~~under ~~the~~certain ~~terms~~conditions ofspecified ~~the related leases. Percentage rental revenues are recognized~~ in the ~~periods~~amended inCasino ~~which~~Operating ~~the~~and ~~tenants~~Services ~~exceed their respective percentage rent thresholds~~Agreement.

Management and development services have been determined to be separate, stand-alone performance obligations and revenues for such contracts are recognized when the related services are performed. The Company recognizes management fees pursuant to the respective management agreement, usually as a percentage of the related project's earnings during the period. Development fees are recognized pursuant to the respective development agreement, typically as a percentage of construction costs incurred during the period. Management and development fees are recorded within retail, entertainment and other revenues.

MGE Niagara operates the MGE Niagara Resorts under the terms of the 21-year Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation. Pursuant to the laws of Canada and Ontario, the Ontario Lottery and Gaming Corporation retains legal authority to conduct and manage lottery schemes on behalf of the Ontario government. MGE Niagara is acting as a service provider to the Ontario Lottery and Gaming Corporation under the Casino Operating and Services Agreement and, therefore, recognizes gaming revenues net of amounts due to the Ontario Lottery and Gaming Corporation. MGE Niagara retains all non-gaming revenues and recognizes these amounts on a gross basis. The Casino Operating and Services Agreement represents a series of distinct goods and services and, therefore, is deemed to be a single performance obligation. The transaction price under the Casino Operating and Services Agreement includes both fixed and variable consideration. The fixed consideration is comprised of an annual service provider fee and additional consideration for permitted capital expenditures up to an annual cap. The fixed consideration is recognized as revenue on a straight-line basis over the term of the Casino Operating and Services Agreement. The variable consideration consists of 70% of Gaming Revenues (as defined under the Casino Operating and Services Agreement), in excess of a guaranteed annual minimum amount payable to the Ontario Lottery and Gaming Corporation (the “Threshold”). Annual Threshold amounts are contractually established and vary from year to year. If gaming revenues are less than the Threshold for any given year, the Company is obligated to make a payment to cover the related shortfall. The variable consideration is recognized as revenue as services are rendered under the terms of the Casino Operating and Services Agreement. The Company measures its progress in satisfying this performance obligation based on the output method, which aligns with the benefits provided to the Ontario Lottery and Gaming Corporation. Projected revenues are estimated based on the most likely amount within a range of possible outcomes to the extent that a significant reversal in the amount of cumulative revenues recognized is not probable of occurring. The difference between revenues recognized and cash received is recorded as an asset or a liability and classified as short-term or long-term based upon the anticipated timing of reversal. In the event an asset is recorded, such asset is assessed at least annually for impairment.

On June 18, 2021, the Casino Operating and Services Agreement was amended to provide for, among other things, a three-year replacement of the annual Threshold, subject to certain conditions, with a fixed revenue share percentage. The annual Threshold may be reinstated at any time during this three-year period under certain conditions specified in the amended Casino Operating and Services Agreement.

F-12

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Revenue Disaggregation

The Company is primarily engaged in the ownership, operation, management and development of integrated entertainment facilities both domestically and internationally. The Company’s current wholly-owned operations are primarily focused within Connecticut and Pennsylvania. The Company also currently operates and manages other gaming facilities elsewhere within the United States and Canada. The Company generates revenues by providing the following types of goods and services: gaming, food and beverage, hotel, retail, entertainment and other and management and development.

Revenue disaggregation by geographic location and revenue type was as follows (in thousands):

	For the Fiscal Year Ended September 30, 2021
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	604,482	$	202,932	$	15,558	$	87,406	$	—
Food and beverage	59,611		8,718		2,527		2,837		(62)
Hotel	77,282		4,946		—		2,091		(12)
Retail, entertainment and other	75,001		4,883		695		6,868		3,321
Management and development	—		—		—		—		70,009
Net revenues	$	816,376	$	221,479	$	18,780	$	99,202	$	73,256

_________

(1)Mohegan Sun Las Vegas opened to the public on March 25, 2021.

(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.

	For the Fiscal Year Ended September 30, 2020
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	518,599	$	159,661	$	—	$	121,387	$	—
Food and beverage	64,012		12,208		—		27,544		(86)
Hotel	58,219		4,578		—		6,319		(3)
Retail, entertainment and other	74,844		4,713		—		24,775		830
Management and development	—		—		—		—		37,189
Net revenues	$	715,674	$	181,160	$	—	$	180,025	$	37,930

_________

(1)Mohegan Sun Las Vegas did not open to the public until March 25, 2021.

(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.

	For the Fiscal Year Ended September 30, 2019
	Connecticut		Pennsylvania		Nevada		Canada
	(Mohegan Sun)		(Mohegan Sun Pocono)		(Mohegan Sun Las Vegas) (1)		(MGE Niagara Resorts) (2)		Other
Gaming	$	654,273	$	211,800	$	—	$	70,339	$	—
Food and beverage	114,446		22,981		—		20,319		(202)
Hotel	84,543		8,246		—		4,451		(5)
Retail, entertainment and other	138,781		8,027		—		17,416		1,206
Management and development	—		—		—		—		32,429
Net revenues	$	992,043	$	251,054	$	—	$	112,525	$	33,428

_________

(1)Mohegan Sun Las Vegas did not open to the public until March 25, 2021.

(2)Gaming revenues represent revenues earned under the Casino Operating and Services Agreement.

Contract and Contract-related Assets

As of September 30, 2021 and 2020, contract assets related to the Casino Operating and Services Agreement totaled $119.9 million and $129.2 million, respectively.

Contract and Contract-related Liabilities

A difference may exist between the timing of cash receipts from patrons and the recognition of revenues, resulting in a contract or contract-related liability. In general, the Company has three types of such liabilities: (1) outstanding gaming chips

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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

and slot tickets liability, which represents amounts owed in exchange for outstanding gaming chips and slot tickets held by patrons, (2) loyalty points deferred revenue liability and (3) patron advances and other liability, which primarily represents funds deposited in advance by patrons for gaming and advance payments by patrons for goods and services such as advance ticket sales, deposits on rooms and convention space and gift card purchases. These liabilities are generally expected to be recognized as revenues within one year and are recorded within other current liabilities.

	September 30, 2021		September 30, 2020
Outstanding gaming chips and slot tickets liability	$	9,632	$	7,623
Loyalty points deferred revenue liability	42,663		35,368
Patron advances and other liability	30,166		17,340
Total	$	82,461	$	60,331

As of September 30, 2021 and 2020, customer contract liabilities related to Mohegan Sun Pocono's revenue sharing agreement with Unibet Interactive Inc. (“Unibet”) totaled $15.8 million and $16.8 million, respectively, and were primarily recorded within other long-term liabilities. Unibet, a subsidiary of the Kindred Group, paid certain interactive gaming license fees to the Pennsylvania Gaming Control Board (the “PGCB”) on behalf of Mohegan Sun Pocono and became licensed as a sports wagering and interactive gaming operator by the PGCB. The Company recorded these license fees, which are reimbursable to Unibet under certain conditions, as intangible assets with corresponding customer contract liabilities as Unibet is deemed to be a customer of Mohegan Sun Pocono with respect to these gaming activities.

Due from/to Ontario Lottery and Gaming Corporation

On a bi-weekly basis, the Ontario Lottery and Gaming Corporation remits estimated amounts due to MGE Niagara pursuant to the terms of the Casino Operating and Services Agreement. Any such remittance that is due, but not yet received, is recorded within due from Ontario Lottery and Gaming Corporation. Differences between actual and estimated amounts due are separately settled with the Ontario Lottery and Gaming Corporation on an annual basis, however, a quarterly interim reconciliation process is available. Any settlement amount owed to the Ontario Lottery and Gaming Corporation is recorded within due to Ontario Lottery and Gaming Corporation, a current liability.

Gaming Costs and Expenses

Gaming costs and expenses primarily represent portions of gaming revenues that must be paid to the State of Connecticut and the Pennsylvania Gaming Control Board (the “PGCB”). Gaming costs and expenses also include, among other things, payroll costs, expenses associated with the operation of slot machines, table games, poker, online casino gaming, live harness racing, racebook and sportsbook, certain marketing expenditures and promotional expenses related to ~~certain~~ loyalty point and coupon redemptions.

Advertising Costs and Expenses

Production costs are expensed the first time the advertisement takes place. Prepaid rental fees associated with billboard advertisements are capitalized and amortized over the terms of the related ~~rental~~ agreements. Advertising costs and expenses totaled $1936.31 million, $2219.53 million and $2722.75 million for the fiscal years ended September 30, 2022, 2021, ~~2020~~ and ~~2019~~2020, respectively.

Pre-opening Costs and Expenses

Costs of start-up activities are expensed as incurred. Pre-opening costs and expenses totaled $3715.18 million, $1537.61 million and $815.56 million for the fiscal years ended September 30, 2022, 2021, ~~2020~~ and ~~2019~~2020, respectively, and were recorded within other, net.

Income Taxes

Similar ~~The~~to ~~Company~~other ~~accounts~~sovereign ~~for income taxes in accordance with ASC Topic 740~~governments, ~~“Income~~the ~~Taxes”~~Mohegan ~~(“ASC~~Tribe ~~740”).~~and ~~Under~~its ~~ASC 740~~entities, ~~deferred~~including ~~tax assets and liabilities are determined based on~~ the ~~differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities~~Company, ~~and~~ are ~~measured~~not atsubject ~~the~~to ~~prevailing~~United ~~enacted~~States ~~tax~~federal ~~rates~~income ~~that will be in effect when these differences are settled or realized~~taxes. ~~ASC~~However, ~~740~~certain ~~requires~~of ~~that~~our ~~deferred tax assets be reduced by a valuation allowance if it is more~~non-~~likely-than-not~~tribal ~~that~~entities ~~some~~are ~~portion,~~subject orto ~~all,~~income oftaxes ~~the~~in ~~deferred~~various ~~tax~~domestic ~~assets~~and ~~will~~foreign ~~not be realized~~jurisdictions.

~~ASC~~We ~~740~~account ~~also~~for ~~creates~~income ataxes ~~single~~in ~~model~~accordance towith ~~address~~guidance ~~uncertainty~~provided inby ~~tax~~ASC ~~positions~~Topic ~~and~~740, ~~clarifies~~“Income ~~the~~Taxes” ~~accounting~~(“ASC ~~for~~740”). ~~uncertainty~~Under inASC ~~income~~740, ~~taxes~~deferred ~~recognized~~tax inassets anand ~~entity’s~~liabilities ~~financial~~are ~~statements~~determined bybased ~~prescribing~~on the ~~minimum~~differences ~~recognition~~between ~~threshold~~the afinancial ~~tax~~statement ~~position~~carrying isamounts ~~required~~and tothe ~~meet~~tax ~~before~~basis ~~being~~of ~~recognized~~existing inassets ~~the~~and ~~entity's~~liabilities, ~~financial~~and ~~statements.~~are Inmeasured ~~addition,~~at ~~ASC~~the ~~740~~prevailing ~~provides~~enacted ~~guidance~~tax ~~with~~rates that will be in

~~F-14~~45

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~respect~~effect towhen ~~de-recognition,~~these ~~measurement,~~differences ~~classification,~~are ~~interest~~settled ~~and~~or ~~penalties,~~realized. ~~accounting~~ASC in740 ~~interim~~requires ~~periods~~that ~~and~~deferred ~~disclosure~~tax ~~requirements.~~assets Asbe ofreduced ~~September~~by ~~30,~~a ~~2021~~valuation ~~and~~allowance ~~2020~~if it is more-likely-than-not that some portion, ~~the~~or ~~Company’s~~all, ~~uncertain~~of the deferred tax ~~positions~~assets ~~were~~will ~~insignificant~~not be realized.

ASC 740 also creates a single model to address uncertainty in tax positions and clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the entity's financial statements. In addition, ASC 740 provides guidance with respect to de-recognition, measurement, classification, interest and penalties, accounting in interim periods and disclosure requirements. Our uncertain tax positions are insignificant.

Foreign Currency

The financial position and operating results of foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the end-of-period rates, while local currency ~~revenue~~revenues and expenses are translated at the average rates in effect during the period. Local currency equity is translated at historical rates and the resulting cumulative translation adjustments are recorded as a component of accumulated other comprehensive income or loss.

Business Acquisitions

The Company accounts for business acquisitions using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The purchase price of business acquisitions is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values and any excess purchase price over the tangible and identifiable assets acquired and liabilities assumed, if any, is recorded as goodwill. The Company may use independent valuation specialists to assist in determining the estimated fair values of assets acquired and liabilities assumed, which could require certain significant management assumptions and estimates.

Earth Hotel Tower

In January 2020, the Company, through a wholly-owned subsidiary, purchased a 45% interest in Mohegan Hotel Holding, LLC, the indirect owner of the Earth Hotel Tower, in exchange for $15.8 million, which the Company believes represented the fair market value of the investment. A portion of the consideration paid, totaling $5.0 million, was advanced to Mohegan Hotel Holding, LLC in fiscal 2019.

Fair Value of Financial Instruments

~~The~~We ~~Company~~apply ~~applies~~ the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:

•Level 1 - Quoted prices for identical assets or liabilities in active markets;

•Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and

•Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect ~~the~~our ~~Company's~~ estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

~~The~~Our ~~Company's~~ assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

FThe carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables and trade payables approximates fair value. The estimated fair value of our long-15term debt is primarily based on Level 2 inputs (refer to Note 6).

~~MOHEGAN~~Recently ~~TRIBAL~~Issued ~~GAMING~~Accounting ~~AUTHORITY~~Pronouncements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The carrying amount of cash and cash equivalents, restricted cash and cash equivalents, receivables and trade payables approximates fair value. The estimated fair values of the Company's long-term debt were as follows (in thousands):

	September 30, 2021
	Carrying Value		Fair Value
New senior secured credit facility - revolving (1)	$	27,000	$	26,629
Line of credit (1)	20,227		19,949
2021 8% senior secured notes (1)	1,157,731		1,216,125
2016 7 7/8% senior unsecured notes (1)	493,599		515,000
MGE Niagara credit facility - revolving (1)	27,534		27,534
MGE Niagara credit facility - swingline (1)	4,333		4,333
MGE Niagara credit facility - term loan (1)	68,965		69,820
MGE Niagara convertible debenture (2)	31,468		31,468
Mohegan Expo credit facility (3)	25,697		25,911
Guaranteed credit facility (3)	27,208		27,781
Redemption note payable (3)	53,130		53,130
Other (3)	1,862		1,862
Long-term debt	$	1,938,754	$	2,019,542

________

(1)Estimated fair values were based on Level 2 inputs (quoted market prices or prices of similar instruments) as of September 30, 2021.

(2)Estimated fair value was based on Level 3 inputs (changes in market conditions) from date of issuance (June 11, 2019) to September 30, 2021.

(3)Estimated fair values were based on Level 3 inputs (present value of future payments discounted to carrying value) as of September 30, 2021.

F-16

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 3—NEW ACCOUNTING STANDARDS:

The following accounting standards were adopted during the fiscal year ended September 30, 2021:

ASU 2016-13

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASU 2016-13”), which sets forth a current expected credit loss model requiring a company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This model replaced the prior incurred loss model and applies to the measurement of credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures. Effective October 1, 2020, the Company adopted ASU 2016-13 and its adoption did not have a material impact on the Company's financial statements.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which added, amended and removed certain disclosure requirements related to fair value measurements. ASU 2018-13 requires enhanced disclosures on valuation techniques and inputs that a reporting entity uses to determine its measures of fair value, including judgments and assumptions that the entity makes and the uncertainties in the fair value measurements as of the reporting date. Effective October 1, 2020, the Company adopted ASU 2018-13 and its adoption did not have a material impact on the Company's financial statement disclosures.

The following accounting standards will be adopted in future reporting periods:

ASU 2019-12

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies various aspects related to the accounting for income taxes. This new standard removes certain exceptions to the general principles in ASU 2019-12 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 iswas effective for annual reporting periods beginning after December 15, 2020. ~~The~~There ~~Company~~was isno ~~currently~~effect ~~evaluating the impact ASU 2019-12 will have~~ on ~~its~~our financial statements, ~~but~~from ~~does~~adopting ~~not~~this ~~expect~~new ~~its adoption to have a material impact~~standard.

ASU ~~2020~~2021-0610

In ~~August~~November ~~2020~~2021, the FASB issued ASU ~~2020~~2021-0610, “~~Debt-Debt~~Government ~~with~~Assistance ~~Conversion and Other Options~~ (~~Subtopic~~Topic ~~470-20~~832): ~~and~~Disclosures ~~Derivatives~~by ~~and~~Business ~~Hedging-Contracts~~Entities inabout ~~Entity’s~~Government ~~Own Equity (Subtopic 815-40)~~Assistance” (“ASU ~~2020~~2021-0610”), which ~~simplifies~~requires ~~the~~business ~~accounting~~entities ~~for~~to ~~convertible~~provide ~~instruments~~certain bydisclosures ~~removing~~about ~~major~~government ~~separation~~transactions ~~models required under current guidance. ASU 2020-06 also removes certain settlement conditions~~ that are ~~required~~accounted for ~~equity~~by ~~contracts~~applying toa ~~qualify~~grant ~~for~~or ~~the~~contribution ~~derivative~~accounting ~~scope~~model ~~exception~~by ~~and~~analogy ~~simplifies~~to ~~the~~other ~~diluted~~accounting ~~earnings per share calculation in certain areas~~guidance. ASU ~~2020~~2021-0610 is effective for annual reporting periods beginning after December 15, 2021~~, including interim periods within those annual reporting periods, with early adoption permitted~~. ~~The~~We ~~Company~~are is currently evaluating the ~~impact~~effect ASU ~~2020~~2021-0610 will have on ~~its~~our ~~financial statements and related~~ disclosures, but ~~does~~do not expect its adoption to have a material impact.

~~NOTE 4—MGE NIAGARA RESORTS:~~46

In September 2018, MGE Niagara was selected by the Ontario Lottery and Gaming Corporation to be the service provider for the MGE Niagara Resorts under the Casino Operating and Services Agreement. The MGE Niagara Resorts include the Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada. On June 11, 2019 (the “Closing Date”), MGE Niagara completed the acquisition of the MGE Niagara Resorts (the “Acquisition”), assumed the day-to-day operations of the properties and engaged in a series of related transactions, including:

•an agreement to lease the Fallsview Casino Resort facility and related administrative office space for 2.2 million Canadian dollars ($1.7 million as of September 30, 2021) per month until March 2040. On June 18, 2021, the Casino Operating and Services Agreement was amended to provide for, among other things, a change in the payment schedule for lease payments which were originally due during the closure of the Fallsview Casino Resort facility (refer to Note 11).

•an agreement to lease the Casino Niagara facility and license agreements for the right to operate an adjacent parking lot and the right for patrons to use an adjacent parking garage for approximately 500,000 Canadian dollars (approximately $393,000 as of September 30, 2021) per month until March 2040.

F-17

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

•aNote 3 ~~commitment~~— toRevenue enter into an agreement to lease the Niagara Falls Entertainment Centre on a date after the completion of its construction. In June 2020, MGE Niagara received notice that construction of the facility had reached substantial completion. Accordingly, in August 2020, MGE Niagara entered into an agreement to lease the facility for 900,000 Canadian dollars (approximately $708,000 as of September 30, 2021) per month until March 2040. Recognition

AsRevenue of the Closing Date, the purchase price of the Acquisition was approximately 96 million Canadian dollars (approximately $72 million), net of cash acquired of approximately 57 million Canadian dollars (approximately $43 million). During the fiscal year ended September 30, 2020, the Company recorded adjustments to the purchase price of the Acquisition totaling 2.2 million Canadian dollars ($1.7 million), net of cash acquired of approximately 518,000 Canadian dollars (approximately $390,000). MGE Niagara funded the Acquisition with proceeds from borrowings under a 100.0 million Canadian dollar term loan facility, the issuance of a 40.0 million Canadian dollar convertible debenture to a third-party investor and a 60.0 million Canadian dollar investment by the Company. The Acquisition was accounted for as a purchase of a business under the acquisition method of accounting in accordance with guidance provided by ASC Topic 805, “Business Combinations”. Disaggregation

~~The~~We ~~following~~are ~~table~~primarily ~~summarizes~~engaged in the ~~allocation~~ownership, operation, management and development of ~~the~~integrated ~~total~~entertainment ~~purchase~~facilities ~~price~~both todomestically ~~the~~and ~~estimated~~internationally. ~~fair~~Our ~~values~~current ofwholly-owned operations are primarily focused within Connecticut and Pennsylvania. We also currently operate and manage other gaming facilities elsewhere within the ~~assets~~United ~~acquired~~States and ~~liabilities~~Canada. ~~assumed~~We ~~(in~~generate ~~thousands)~~revenues by providing the following types of goods and services: gaming, food and beverage, hotel and retail, entertainment and other, which includes management and development fees earned.

	Purchase Price
Accounts receivable	$	1,448
Inventories	3,410
Other current assets	15,983
Property and equipment	50,282
Intangible asset	16,689
Due to Ontario Lottery and Gaming Corporation	1,525
Other current liabilities	(15,384)
Total	$	73,953

Revenue Disaggregation by Geographic Location

F-18


	For the Fiscal Year Ended September 30, 2022
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	631,456	$	229,163	$	213,165	$	49,080
Food and beverage	90,722		16,005		23,782		4,215
Hotel	94,240		6,258		15,339		(9)
Retail, entertainment and other	123,864		6,414		26,977		59,840
Net revenues	$	940,282	$	257,840	$	279,263	$	113,126

	For the Fiscal Year Ended September 30, 2021
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	604,482	$	202,932	$	87,406	$	15,558
Food and beverage	59,611		8,718		2,837		2,465
Hotel	77,282		4,946		2,091		(12)
Retail, entertainment and other	75,001		4,883		6,868		74,025
Net revenues	$	816,376	$	221,479	$	99,202	$	92,036

	For the Fiscal Year Ended September 30, 2020
(in thousands)	Connecticut		Pennsylvania		Canada		Other
Gaming	$	518,599	$	159,661	$	121,387	$	—
Food and beverage	64,012		12,208		27,544		(86)
Hotel	58,219		4,578		6,319		(3)
Retail, entertainment and other	74,844		4,713		24,775		38,019
Net revenues	$	715,674	$	181,160	$	180,025	$	37,930

Contract and Contract-related Assets

Accounts Receivable


(in thousands)	September 30, 2022		September 30, 2021
Gaming	$	40,385	$	37,921
Food and beverage	18		13
Hotel	5,601		3,106
Retail, entertainment and other	24,009		19,099

Accounts receivable	70,013		60,139
Allowance for doubtful accounts	(24,018)		(19,367)
Accounts receivable, net	$	45,995	$	40,772

As of September 30, 2022 and 2021, contract assets related to the Niagara Resorts Casino Operating and Services Agreement with the Ontario Lottery and Gaming Corporation totaled $87.5 million and $119.9 million, respectively.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~NOTE~~Contract ~~5—COWLITZ~~and ~~PROJECT:~~Contract-related Liabilities

~~The~~A ~~Company~~difference ~~owns~~may ~~100%~~exist between the timing of ~~Salishan~~cash receipts from customers and the recognition of revenues, resulting in a contract or contract-~~Mohegan~~related liability. In general, ~~LLC~~we have three types of such liabilities: (~~“Salishan-Mohegan”~~1), ~~which~~outstanding ~~developed~~gaming chips and ~~currently~~slot ~~manages~~tickets ~~ilani~~liability, ~~Casino~~which ~~Resort~~represents amounts owed in ~~Clark~~exchange ~~County,~~for ~~Washington~~outstanding gaming chips and slot tickets held by customers, (~~the~~2) ~~“Cowlitz~~loyalty ~~Project”~~points deferred revenue liability and (3), acustomer ~~gaming~~advances and ~~entertainment~~other ~~facility~~liability, ~~owned~~which byprimarily ~~the~~represents ~~federally-recognized~~funds ~~Cowlitz~~deposited ~~Indian~~in ~~Tribe~~advance by customers for gaming and ~~the~~advance ~~Cowlitz~~payments ~~Tribal~~by ~~Gaming~~customers ~~Authority.~~for ~~The~~goods ~~Cowlitz~~and ~~Project~~services ~~opened~~such inas ~~April~~advance ~~2017.~~ticket ~~Salishan-Mohegan~~sales, ~~along~~deposits ~~with~~on ~~Salishan~~rooms ~~Company,~~and ~~LLC~~convention ~~(“Salishan~~space ~~Company”),~~and angift ~~unrelated~~card ~~entity,~~purchases. ~~also~~These ~~holds~~liabilities ~~the~~are ~~development~~generally ~~rights~~expected to ~~any~~be ~~future~~recognized ~~development~~as atrevenues ~~ilani~~within ~~Casino~~one ~~Resort~~year and are recorded within other current liabilities.

Under the terms of Salishan-Mohegan's development agreements, development fees of $2.2 million, $1.8 million and $976,000 were earned for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Under the terms of Salishan-Mohegan's management agreement, Salishan-Mohegan manages, operates and maintains the casino resort through May 2024 for a fee representing 24% of Net Revenues, as defined under the management agreement. Management fees earned by Salishan-Mohegan totaled $61.9 million, $34.2 million and $27.9 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively.


(in thousands)	September 30, 2022		September 30, 2021
Outstanding gaming chips and slot tickets liability	$	9,743	$	9,632
Loyalty points deferred revenue liability	40,873		42,663
Customer advances and other liability	30,528		30,166
Total	$	81,144	$	82,461

FAs of September 30, 2022 and 2021, customer contract liabilities related to Mohegan Pennsylvania's revenue sharing agreement with Unibet Interactive Inc. totaled $14.4 million and $15.8 million, respectively, and were primarily recorded within other long-19term liabilities.

~~MOHEGAN~~Note 4 ~~TRIBAL~~— ~~GAMING~~Property ~~AUTHORITY~~and Equipment

~~NOTES~~Property TOand ~~CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~equipment

NOTE 6—MOHEGAN SUN LAS VEGAS:


(in thousands)	September 30, 2022		September 30, 2021
Land	$	44,848	$	44,848
Land improvements	103,134		102,820
Buildings and improvements	1,869,455		1,860,005
Furniture and equipment	764,356		752,087
Construction in process (1)	424,867		255,909

Property and equipment	3,206,660		3,015,669
Accumulated depreciation	(1,562,870)		(1,484,050)
Property and equipment, net	$	1,643,790	$	1,531,619

The Company owns 100% of MGNV, LLC (“MGNV”), which was formed to operate Mohegan Sun Las Vegas. In July 2019, MGNV entered into a casino lease agreement with JC Hospitality, LLC, which developed the former Hard Rock Hotel and Casino in Las Vegas, Nevada, into an integrated resort under the Virgin Hotels brand, which includes Mohegan Sun Las Vegas. Pursuant to the lease agreement, MGNV leases and operates the more than 60,000-square-foot gaming facility at the integrated resort. On March 25, 2021, Mohegan Sun Las Vegas opened to the public. During the initial term of this 20-year lease agreement, the Company is required to make annual minimum rent payments of $9.0 million, subject to escalators which could result in annual minimum rent payments of up to $15.0 million, plus consumer price index inflators and additional common area maintenance fees. Annual minimum rent payments commence upon the first anniversary of the Lease Commencement Date, as defined under the lease agreement, and continue until the end of the lease term, which concludes in 2041, subject to additional extensions at MGNV's option. This lease is classified as a finance lease. Accordingly, the Company recorded a related finance lease asset and liability._________

~~NOTE~~(1)As of September 30, 2022 and 2021, Inspire Korea related construction in process totaled $385.7~~—PROJECT~~ ~~INSPIRE:~~million and $233.5 million, respectively.

~~The~~As ~~Company owns 100%~~ of ~~Inspire Integrated Resort Co.~~September 30, 2022 ~~Ltd. (“Inspire Integrated Resort”)~~ and ~~MGA Korea~~2021, ~~LLC,~~finance which were formed for the development, construction ownership and operation of Project Inspire. In February 2016, Inspire Integrated Resort was awarded pre-approval for a foreigner-only gaming license to be issued upon completion of the construction of Project Inspire. In August 2016, Inspire Integrated Resort entered into an agreement with the Incheon International Airport Authority for the long-term lease ~~and~~assets ~~development~~totaled ~~of land at the project site adjacent to the airport~~$97.8 ~~Portions~~million of the parcel of land covered by the lease will be released to Inspire Integrated Resort for development as the various phases of the project are approved by local authorities. Rental payments for each phase commence upon their respective Initial Operation Commencement Date, as defined under the agreement, and ~~will be based upon the governmentally appraised value of the project at such time~~$105.2 ~~The overall term of the lease ends on the date which is the fiftieth anniversary of the Operation Commencement Date~~million, ~~as defined under the agreement, with a renewal option for an additional 49 years~~respectively.

InDepreciation March 2019, the Company received the necessary approvals for the initial phase of the project and, as a result, it was granted control of the related portion of the overall parcel of land. Accordingly, for accounting purposes, the lease term for this portion of land commenced on such date and the Company began recognizing rental expense ~~on a straight-line basis over the term of the lease. Rental expense~~ totaled $4101.01 million, $3103.98 million and $1107.86 million for the fiscal years ended September 30, 2022, 2021, ~~2020~~ and ~~2019~~2020, respectively~~, and was recorded within pre-opening costs and expenses~~.

OnCapitalized ~~November~~interest ~~29,~~related ~~2021,~~to ~~the Company announced that certain of its subsidiaries, including~~ Inspire ~~Integrated~~Korea ~~Resort,~~totaled ~~entered~~$22.3 million ~~into~~and ~~financing~~$7.6 million ~~arrangements~~ for ~~aggregate~~the ~~funding~~fiscal inyears ~~the~~ended ~~amount~~September of30, ~~approximately~~2022 ~~$1.55 billion~~and 2020, torespectively. beWe ~~used~~did ~~for~~not ~~Phase~~record 1any ofcapitalized ~~the~~interest ~~development~~during ofthe ~~Project~~fiscal ~~Inspire~~year ~~(refer~~ended toSeptember ~~Note~~30, ~~17)~~2021.

FDesign and construction work related to Inspire Korea was temporarily paused in September 2020 while we were in the process of securing the necessary financing for the project, which was completed in November 2021 (refer to Note 6). During this temporary pause in construction, we obtained approval to modify our development plan and adjust the timing of a future sub-20phase of the initial phase of the project and, in December 2021, we elected to terminate a licensing arrangement for a previously-planned sub-phase and discontinue related design work. As a result, during fiscal 2022, we recognized a tangible asset impairment of $23.6 million on the related construction in progress.

~~MOHEGAN~~As ~~TRIBAL~~of ~~GAMING~~September 30, 2022, ~~AUTHORITY~~we assessed our property and equipment for any further impairment and determined that no impairment existed.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~48

~~NOTE~~Note 5 8—~~PROPERTY~~ ~~AND~~Intangible ~~EQUIPMENT, NET:~~Assets

~~Property~~Intangible ~~and equipment, net, consisted of the following (in thousands):~~ assets

	September 30, 2021		September 30, 2020
(in thousands)	September 30, 2022		September 30, 2021
Land	$	44,848	$	44,848
Mohegan Sun trademark (1)	$	119,692	$	119,692
Land improvements	102,820		101,746
Mohegan Pennsylvania gaming licenses (1)	171,904		171,904
Buildings and improvements	1,860,005		1,852,131
Niagara Resorts Casino Operating and Services Agreement rights (2)	16,291		17,612
Furniture and equipment	752,087		655,529
Other	10,748		25,717
Construction in process (1)	255,909		252,394
Intangible assets	318,635		334,925
Subtotal	3,015,669		2,906,648
Accumulated amortization	(7,109)		(7,670)
Less: accumulated depreciation	(1,484,050)		(1,408,601)
Intangible assets, net	$	311,526	$	327,255
Property and equipment, net	$	1,531,619	$	1,498,047

~~__________~~_________

(1)As of September 30, 2021 and 2020, Project Inspire related construction in process totaled $233.5 million and $230.4 million, respectively.

As of September 30, 2021 and 2020, finance lease assets totaled $105.2 million and $29.1 million, respectively. Depreciation expense totaled $103.8 million, $107.6 million and $121.8 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively.

In fiscal 2019, the Company made an out-of-period correction, which increased depreciation and amortization expense by $6.3 million. This adjustment resulted from the assignment, in a prior year, of an incorrect useful life to depreciate a long lived asset related to tenant allowances. In fiscal 2019, the Company also committed to a plan to repurpose the Casino of the Wind at Mohegan Sun. In connection with this decision, the Company determined that certain assets related to the Casino of the Wind had no alternative future use. Accordingly, depreciation on these assets was accelerated, which increased depreciation and amortization expense by $21.6 million.

NOTE 9—OTHER INTANGIBLE ASSETS, NET:

Other intangible assets, net, consisted of the following (in thousands):

	September 30, 2021		September 30, 2020
Mohegan Sun trademark (1)	$	119,692	$	119,692
Mohegan Sun Pocono slot machine, table game, interactive gaming and sports wagering licenses (1)	171,904		171,904
MGE Niagara Resorts Casino Operating and Services Agreement rights (2)	17,612		16,751
Other	25,717		25,638
Subtotal	334,925		333,985
Less: accumulated amortization	(7,670)		(6,144)
Other intangible assets, net	$	327,255	$	327,841

__________

(1)Indefinite lives.

(2)21-year useful life.

Amortization expense totaled $1.54 million, $1.45 million and $~~738,000~~1.4 million for the fiscal years ended September 30, 2022, 2021, ~~2020~~ and ~~2019~~2020, respectively.

~~During~~In ~~the~~connection ~~second~~with ~~quarter of fiscal 2020,~~ the ~~Company~~termination ~~identified an indicator~~ of ~~impairment~~the onlicensing ~~Mohegan~~arrangement ~~Sun~~related ~~Pocono's intangible assets due~~ to ~~COVID-19.~~Inspire AsKorea a(refer ~~result, the Company revised its cash flow projections~~ to ~~reflect the business climate at that time~~Note 4), ~~including~~during ~~the~~fiscal ~~uncertainty surrounding the nature~~2022, ~~timing~~we ~~and~~recognized ~~extent~~an ~~of reopening Mohegan Sun Pocono. The estimated fair value of these~~ intangible ~~assets~~asset was determined by using discounted cash flow models, which utilized Level 3 inputs. The primary unobservable input utilized in estimating the fair value of these intangible assets was the discount rate, which was 10.5%. As a result of this interim assessment, the Company recorded an impairment ~~charge related to Mohegan Sun Pocono’s intangible assets~~ of $~~126~~12.~~6 million~~9 ~~in the second quarter of fiscal 2020~~million.

~~F-21~~As of September 30, 2022, we assessed our intangible assets for any further impairment and determined that no impairment existed.

Note 6 — Long-Term Debt

Long-term debt


	September 30, 2022			September 30, 2021
(in thousands)	Final Maturity	Face Value		Book Value		Book Value
Senior Secured Credit Facility	2024	$	—	$	—	$	27,000
Line of Credit	2024	18,000		18,000		20,227
2021 8% Senior Secured Notes	2026	1,175,000		1,161,164		1,157,731
2016 7 7/8% Senior Unsecured Notes	2024	500,000		495,531		493,599
Niagara Credit Facility
Revolving	2024	—		—		27,534
Swingline	2024	—		—		4,333
Term Loan	2024	60,945		60,453		68,965
Niagara Convertible Debenture	2040	29,108		29,108		31,468
Korea Credit Facility	2025	362,455		315,475		—
Korea Term Loan	2027	311,998		211,425		—
Expo Credit Facility (1)	2022	—		—		25,697
Guaranteed Credit Facility	2023	25,156		24,875		27,208
Redemption Note Payable	2024	38,880		35,261		53,130
Other	Varies	661		661		1,862
Long-term debt		2,522,203		2,351,953		1,938,754
Current portion of long-term debt		(47,402)		(47,402)		(80,276)
Long-term debt, net of current portion		$	2,474,801	$	2,304,551	$	1,858,478

Fair value		$	2,178,852
Unamortized discounts and debt issuance costs				$	170,250	$	34,022

_________

(1) Repaid at maturity on April 1, 2022.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~NOTE~~Maturities ~~10—LONG~~of long-~~TERM~~term ~~DEBT:~~debt, excluding unamortized debt issuance costs and discounts, are as follows:

Long-term debt consisted of the following (in thousands):


(in thousands)
Fiscal years:
2023	$	47,402
2024	95,807
2025	500,025
2026	1,537,480
2027	312,022
Thereafter	29,467
Total	$	2,522,203

	September 30, 2021		September 30, 2020
New Senior Secured Credit Facility - Revolving	$	27,000	$	—
Line of Credit	20,227		—
Prior Senior Secured Credit Facility - Revolving	—		197,000
Prior Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $4,199	—		227,710
Prior Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $20,809	—		792,829
2021 8% Senior Secured Notes, net of discount and debt issuance costs of $17,269	1,157,731		—
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $6,401 and $8,179, respectively	493,599		491,821
MGE Niagara Credit Facility - Revolving	27,534		26,187
MGE Niagara Credit Facility - Swingline	4,333		—
MGE Niagara Credit Facility - Term Loan, net of debt issuance costs of $855 and $847, respectively	68,965		69,297
MGE Niagara Convertible Debenture	31,468		29,928
Mohegan Expo Credit Facility, net of debt issuance costs of $214 and $658, respectively	25,697		27,750
Guaranteed Credit Facility, net of debt issuance costs of $573 and $877, respectively	27,208		29,529
Mohegan Tribe Subordinated Loan	—		5,000
Redemption Note Payable, net of discount of $8,710 and $15,701, respectively	53,130		69,099
Other	1,862		3,860
Long-term debt	1,938,754		1,970,010
Less: current portion of long-term debt	(80,276)		(75,355)
Long-term debt, net of current portion	$	1,858,478	$	1,894,655

Senior Secured Credit Facility

~~Maturities~~In ofJanuary ~~long-term debt~~2021, ~~excluding~~we ~~unamortized~~entered ~~debt~~into ~~issuance~~a ~~costs~~credit ~~and~~agreement ~~discounts,~~(the ~~are~~“Credit asAgreement”) ~~follows~~providing for a $262.875 million senior secured revolving credit facility (inthe ~~thousands~~“Senior Secured Credit Facility”):.

Fiscal Years
2022	$	80,490
2023	56,693
2024	127,988
2025	500,025
2026	1,175,720
Thereafter	31,860
Total	$	1,972,776

On May 31, 2022, we entered into an amendment to the Senior Secured Credit Facility. Among other things, the amendment extended the maturity date of the Senior Secured Credit Facility from April 14, 2023 to April 12, 2024 and replaced the interest rate based on the London Interbank Offered Rate with an interest rate based on a secured overnight financing rate (“SOFR”).

~~Refinancing~~Borrowings ~~Transactions~~under the Senior Secured Credit Facility accrue interest as follows: (i) for base rate loans, a base rate equal to the highest of (x) the prime rate, (y) the federal funds rate, plus 50 basis points, and (z) the daily SOFR rate, plus a 0.10% credit spread adjustment (subject to a 0.75% floor), plus 100 basis points and a leverage-based margin of 100 to 275 basis points and (ii) for SOFR loans, the applicable SOFR rate, plus a 0.10% credit spread adjustment (subject to a 0.75% floor), plus a leverage-based margin of 200 to 375 basis points. We are also required to pay a leverage-based undrawn commitment fee under the Senior Secured Credit Facility of between 37.5 and 50 basis points.

On January 26, 2021, the Company completed a series of refinancing transactions, including (i) the entry into a new senior secured credit facility, (ii) issuance of new senior secured notes, (iii) prepayment of its prior Senior Secured Credit Facilities, (iv) prepayment of its Main Street Term Loan Facility and (v) repayment of the Mohegan Tribe Subordinated Loan. The ~~Company~~leverage-based ~~incurred~~undrawn ~~$24.0 million~~commitment infee ~~costs~~was in50 ~~connection~~basis ~~with~~points ~~these refinancing transactions. Previously deferred debt issuance costs and debt discounts totaling $23.7 million and new transaction costs of $0.1 million were recorded~~ as ~~a loss on modification and early extinguishment~~ of ~~debt. New debt issuance costs totaling $4.5~~September ~~million were capitalized and will be amortized over the term of the related debt. The remaining $19.4~~30, ~~million in new debt issuance costs was reflected as debt discount and will be amortized over the term of the related debt~~2022.

~~New~~As of September 30, 2022, letters of credit issued under the Senior Secured Credit Facility totaled $1.9 million. We had $243.0 million of borrowing capacity under the Senior Secured Credit Facility as of September 30, 2022, after factoring in outstanding letters of credit.

OnThe ~~January~~Senior 26Secured Credit Facility is fully and unconditionally guaranteed, ~~2021~~jointly and severally, ~~the~~by ~~Company~~certain ~~entered~~of ~~into~~our arestricted ~~credit~~subsidiaries. ~~agreement~~The ~~(the~~Senior “Secured Credit ~~Agreement”)~~Facility ~~among~~is ~~the~~secured ~~Company,~~on ~~the~~a ~~Mohegan~~first ~~Tribe,~~priority ~~Citizens~~senior ~~Bank,~~secured ~~N.A.,~~basis asby ~~administrative~~collateral ~~agent,~~constituting substantially all of our and our restricted subsidiaries' assets. In the future, certain other ~~lenders~~subsidiaries ~~and~~may ~~financial~~be ~~institutions~~required ~~party~~to ~~thereto,~~become guarantors under the terms of the Credit Agreement.

~~F-22~~The Credit Agreement contains certain customary covenants applicable to us and our restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions and mergers or consolidations. Additionally, the Credit Agreement includes financial maintenance covenants pertaining to total leverage, secured leverage and fixed charge coverage, as well as a minimum liquidity covenant under certain conditions. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

providing for a $262.875 million senior secured revolving credit facility (the “New Senior Secured Credit Facility”). The New Senior Secured Credit Facility matures on April 14, 2023.

The initial draw under the New Senior Secured Credit Facility, together with proceeds from the 2021 Senior Secured Notes (defined below), was used to (i) prepay all amounts outstanding under the prior Senior Secured Credit Facilities, (ii) prepay all amounts outstanding under the Main Street Term Loan Facility, (iii) repay the Mohegan Tribe Subordinated Loan and (iv) pay related fees and expenses. The New Senior Secured Credit Facility will otherwise be available for general corporate purposes.

Borrowings under the New Senior Secured Credit Facility bear interest as follows: (i) for base rate loans, a base rate equal to the highest of (x) the prime rate, (y) the federal funds rate plus 50 basis points and (z) the one-month LIBOR rate plus 100 basis points (the highest of (x), (y) and (z), the “base rate”), plus a leverage-based margin of 100 to 275 basis points; and (ii) for Eurodollar rate loans, the applicable LIBOR rate (subject to a 0.75% LIBOR floor) plus a leverage-based margin of 200 to 375 basis points. The Company is also required to pay a leverage-based undrawn commitment fee on the New Senior Secured Credit Facility of between 37.5 and 50 basis points. Interest on Eurodollar rate loans is payable in arrears at the end of each applicable interest period, but not less frequently than quarterly. Interest on base rate advances is payable quarterly in arrears.

As of September 30, 2021, outstanding borrowings under the New Senior Secured Credit Facility accrue interest at 4.50%. The leverage-based undrawn commitment fee was 50 basis points as of September 30, 2021.

As of September 30, 2021, letters of credit issued under the New Senior Secured Credit Facility totaled $2.0 million. The Company had $213.7 million of borrowing capacity under the New Senior Secured Credit Facility as of September 30, 2021, after factoring in outstanding letters of credit.

The New Senior Secured Credit Facility is fully and unconditionally guaranteed, jointly and severally, by each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Commercial Ventures PA, LLC, Mohegan Basketball Club LLC, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Digital, LLC, Mohegan Digital Services, LLC, MGNV Holding, LLC and MGNV, LLC (the “Guarantors”; and the Guarantors other than Mohegan Basketball Club LLC, the “Grantors”). The New Senior Secured Credit Facility is secured on a first priority senior secured basis by collateral constituting substantially all of the Company’s and Grantors’ assets. In the future, certain other subsidiaries of the Company may be required to become Guarantors and/or Grantors in accordance with the terms of the Credit Agreement and related loan documents.

The Credit Agreement contains certain customary covenants applicable to the Company and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions and mergers or consolidations. Additionally, the Credit Agreement includes financial maintenance covenants pertaining to total leverage, secured leverage and fixed charge coverage, as well as a minimum liquidity covenant under certain conditions. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

Line of Credit

OnIn January ~~26,~~ 2021, in connection with the ~~New~~ Senior Secured Credit Facility, ~~the~~we ~~Company~~ entered into a $25.0 million revolving credit facility ~~with Bank of America, N.A.~~ (the “Line of Credit”). The Line of Credit is coterminous with the New Senior Secured Credit Facility. Pursuant to provisions of the New Senior Secured Credit Facility, under certain circumstances, the Line of Credit may be converted into loans under the New Senior Secured Credit Facility. Each advance accrues interest at a base rate plus a spread. As of September 30, 2021, outstanding borrowings under the Line of Credit accrue interest at 4.00%. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the New Senior Secured Credit Facility.

~~2021~~On 8%May 31, 2022, in connection with the amendment to the Senior Secured ~~Notes~~Credit Facility, we entered into an amendment to the Line of Credit. This amendment extended the maturity date of the Line of Credit from April 14, 2023 to April 12, 2024 and replaced the interest rate based on the London Interbank Offered Rate with a rate based on SOFR.

OnUnder ~~January~~the ~~26,~~terms ~~2021,~~of the ~~Company~~Senior ~~issued~~Secured ~~$1.175 billion~~Credit ~~second~~Facility, ~~priority~~the ~~senior~~Line ~~secured~~of ~~notes~~Credit ~~with~~may ~~interest~~be atconverted 8%into ~~per~~loans ~~annum~~under (the ~~“2021~~ Senior Secured ~~Notes”)~~Credit Facility. ~~The~~Borrowings ~~2021~~under ~~Senior~~the ~~Secured~~Line ~~Notes~~of ~~mature~~Credit onaccrue ~~the~~interest ~~earlier~~at ofa ~~February~~base 1,rate ~~2026~~plus ~~and~~a ~~the~~spread. ~~Springing~~As ~~Maturity~~of ~~Date~~September 30, 2022, ~~(as~~outstanding ~~defined~~borrowings inunder the ~~2021~~Line ~~Senior~~of ~~Secured~~Credit ~~Notes~~accrue ~~indenture)~~interest at 6.27%. ~~Interest~~The onLine ~~the~~of ~~2021~~Credit ~~Senior~~contains ~~Secured~~negative ~~Notes~~covenants isand ~~payable~~financial ~~semi-annually~~maintenance incovenants ~~arrears~~that onare ~~February~~substantially 1the ~~and~~same ~~August~~as 1those contained in the Senior Secured Credit Facility.

~~The proceeds from the 2021 Senior Secured Notes were used as described above.~~50

F-23

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~Prior to February 1, 2023, the Company may redeem the~~ 2021 ~~Senior Secured Notes, in whole or in part, at a price equal to 100~~8% ~~of the principal amount of the 2021~~ Senior Secured Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption, and a make-whole premium (as described in the 2021 Senior Secured Notes indenture). In addition, the Company may, during the twelve-month period commencing on the issue date of the 2021 Senior Secured Notes and during the twelve-month period subsequent to such initial twelve-month period and prior to February 1, 2023, redeem in each such twelve-month period up to 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes at a price equal to 103% of the principal amount of the 2021 Senior Secured Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption, provided that if the Company does not redeem 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes during the initial twelve-month period commencing on the issue date of the 2021 Senior Secured Notes, the Company may, in the subsequent twelve-month period prior to February 1, 2023, redeem the 2021 Senior Secured Notes in an amount that does not exceed 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes plus the difference between (i) 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes and (ii) the aggregate principal amount of any 2021 Senior Secured Notes redeemed during such initial twelve-month period. On or after February 1, 2023, the Company may redeem some or all of the 2021 Senior Secured Notes at prices set forth in the 2021 Senior Secured Notes indenture plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

~~The~~In January 2021, ~~Senior~~we ~~Secured~~issued ~~Notes~~$1.175 billion ~~are~~second ~~fully~~priority ~~and~~senior ~~unconditionally~~secured ~~guaranteed,~~notes ~~jointly~~with ~~and~~interest ~~severally,~~at by8% ~~each~~per ofannum (the ~~Guarantors~~“2021 ~~and~~Senior ~~will~~Secured beNotes”). ~~guaranteed~~The by2021 ~~each~~Senior ~~other~~Secured ~~restricted~~Notes ~~subsidiary~~mature ofon the ~~Company~~earlier ~~that~~of ~~becomes~~February a1, ~~guarantor~~2026 inand ~~accordance with~~ the ~~terms~~Springing ofMaturity ~~the~~Date ~~2021~~(as ~~Senior~~defined ~~Secured~~in ~~Notes.~~the ~~The~~ 2021 Senior Secured Notes ~~are~~indenture). ~~secured~~Interest on athe ~~second~~2021 ~~priority~~Senior ~~senior~~Secured ~~secured~~Notes ~~basis~~is bypayable ~~collateral~~semi-annually ~~constituting~~in ~~substantially~~arrears ~~all~~on ofFebruary ~~the~~1 ~~Company’s~~ and ~~Grantors’~~August ~~assets~~1.

~~The~~Prior to February 1, 2023, we may redeem the 2021 Senior Secured Notes, ~~indenture~~in ~~contains~~whole ~~certain~~or ~~customary~~in ~~covenants~~part, ~~including~~at ina ~~respect~~price equal to 100% of the ~~Company’s~~principal amount of the 2021 Senior Secured Notes redeemed and ~~its~~a ~~restricted~~Make-whole ~~subsidiaries’~~Premium ~~ability~~(as todefined ~~incur~~in ~~additional~~the ~~debt,~~2021 ~~pay~~Senior ~~dividends~~Secured orNotes ~~distributions~~indenture), ~~make~~plus ~~certain~~accrued ~~investments~~interest. In addition, ~~create~~we ~~liens~~may, during the twelve-month period commencing on ~~assets,~~the ~~enter~~issue ~~into~~date ~~transactions~~of ~~with~~the ~~affiliates~~2021 Senior Secured Notes and during the twelve-month period subsequent to such initial twelve-month period and prior to February 1, ~~merge~~2023, orredeem ~~consolidate~~in ~~with~~each ~~another~~such ~~company~~twelve-month orperiod ~~sell~~up ~~assets.~~to ~~The~~10% of the initial aggregate principal amount of the 2021 Senior Secured Notes ~~indenture~~at ~~includes~~a ~~customary~~price ~~events~~equal to 103% of ~~default~~the principal amount of the 2021 Senior Secured Notes redeemed, ~~including~~plus accrued interest, ~~but~~provided that if we do not ~~limited~~redeem to10% of the initial aggregate principal amount of the 2021 Senior Secured Notes during the initial twelve-month period commencing on the issue date of the 2021 Senior Secured Notes, ~~failure~~we may, in the subsequent twelve-month period prior to ~~make~~February ~~required~~1, ~~payments~~2023, redeem the 2021 Senior Secured Notes in an amount that does not exceed 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes plus the difference between: (i) 10% of the initial aggregate principal amount of the 2021 Senior Secured Notes and ~~failure~~(ii) tothe ~~comply~~aggregate ~~with~~principal ~~certain~~amount ~~covenants~~of any 2021 Senior Secured Notes redeemed during such initial twelve-month period. On or after February 1, 2023, we may redeem some or all of the 2021 Senior Secured Notes at prices set forth in the 2021 Senior Secured Notes indenture, plus accrued interest.

The 2021 Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by each of our restricted subsidiaries and will be guaranteed by any restricted subsidiary that becomes a guarantor under the terms of the 2021 Senior Secured Notes indenture. The 2021 Senior Secured Notes are secured on a second priority senior secured basis by collateral constituting substantially all of our and our restricted subsidiaries’ assets.

The 2021 Senior Secured Notes indenture contains certain customary covenants, including our and our restricted subsidiaries’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or sell assets. The 2021 Senior Secured Notes indenture includes customary events of default, including, but not limited to, failure to make required payments and failure to comply with certain covenants.

2016 7 7/8% Senior Unsecured Notes

In ~~October~~ 2016, ~~the~~we ~~Company~~ issued $500.0 million senior unsecured notes with interest at 7.875% per annum (the “2016 Senior Unsecured Notes”). The 2016 Senior Unsecured Notes mature on October 15, 2024. Interest on the 2016 Senior Unsecured Notes is payable semi-annually in arrears on April 15 and October 15.

Prior to October 15, 2019, the Company could have redeemed the 2016 Senior Unsecured Notes, in whole or in part, at a price equal to 100% of the principal amount of the 2016 Senior Unsecured Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption and a make-whole premium. The 2016 Senior Unsecured Notes are redeemable at ~~the~~our ~~Company’s~~ option, in whole or in part, at ~~any time on or after October 15, 2019, at~~ specified redemption prices, plus accrued ~~and unpaid~~ interest~~, if any, to the date of redemption~~. If ~~the~~we ~~Company~~experience ~~experiences~~ specific kinds of change-of-control triggering events, itwe isare required to make an offer to repurchase the 2016 Senior Unsecured Notes at a price equal to 101% of the principal amount, plus accrued ~~and unpaid~~ interest~~, if any~~. Additionally, if ~~the~~we ~~Company~~undertake ~~undertakes~~ specific kinds of asset sales and ~~does~~do not use the related sale proceeds for specified purposes, ~~the~~we ~~Company~~ may be required to offer to repurchase the 2016 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued ~~and unpaid~~ interest~~, if any~~. In certain circumstances, if any gaming regulatory authority requires a holder or beneficial owner of the 2016 Senior Unsecured Notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder or beneficial owner does not obtain such license, qualification or finding of suitability within a specified time, ~~the~~we ~~Company~~ can require such holder or beneficial owner to dispose ofour ~~its~~ 2016 Senior Unsecured Notes or call for redemption of the 2016 Senior Unsecured Notes held by such holder or beneficial owner at a price equal to ~~accrued and unpaid interest, if any, plus~~ the lesser of 100% of the principal amount ~~thereof~~ or the price paid ~~for such notes~~ by such holder or beneficial owner, plus accrued interest.

The 2016 Senior Unsecured Notes are unsecured, unsubordinated obligations ~~of the Company,~~ and are guaranteed by certain of ~~the~~our ~~Company’s~~ restricted subsidiaries.

The 2016 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, ~~the~~us ~~Company’s~~ and certain of ~~its~~our restricted subsidiaries’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2016 Senior Unsecured Notes indenture also includes events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

~~F-24~~51

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~covenants,~~Refer ~~failure~~ to ~~pay~~Note ~~certain~~13 ~~other~~for ~~indebtedness~~further ~~the~~details ~~occurrence~~regarding ofan ~~which~~exchange isagreement ~~caused~~we byentered ainto ~~failure~~in toconnection ~~pay~~with ~~principal, premium or interest or results in~~ the ~~acceleration~~2016 ofSenior ~~such~~Unsecured ~~indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults~~Notes.

~~MGE~~ Niagara Credit Facilities

In ~~June~~July ~~2019~~2021, MGE Niagara entered into aan ~~credit~~amended ~~agreement with, among others, Bank of Montreal, as administrative agent,~~ and ~~the~~restated ~~lenders~~credit ~~party~~agreement ~~thereto~~ (the “~~MGE~~ Niagara Credit Agreement”), providing for certain credit facilities (the “~~MGE~~ Niagara Credit Facilities”). OnThe ~~July 14, 2021, MGE~~ Niagara ~~entered into an amendment to the terms of the MGE Niagara~~ Credit ~~Facilities~~Agreement, ~~pursuant~~as ~~to an~~ amended ~~and~~from ~~restated~~time ~~credit~~to ~~agreement (the “MGE Niagara Amended Credit Agreement”). Among other things~~time, ~~the~~provides ~~amendments contained in the MGE Niagara Amended Credit Agreement provide~~ for a revolving credit facility in the amount of up to 180.0 million Canadian dollars (~~$141.6 million as of September 30, 2021) (~~the “~~MGE~~ Niagara Revolving Facility”), a swingline facility in the amount of up to 2025.0 million Canadian dollars (~~$15.7 million as of September 30, 2021) (~~the “~~MGE~~ Niagara Swingline Facility”) and a term loan facility in the amount of 90.0 million Canadian dollars (~~$70.8 million as of September 30, 2021) (~~the “~~MGE~~ Niagara Term Loan Facility”). The MGE Niagara Amended Credit Agreement also reduced the Letter of Credit Sub-Limit under the MGE Niagara Revolving Facility to 45.0 million Canadian dollars ($35.4 million as of September 30, 2021). Availability under the ~~MGE~~ Niagara Revolving Facility and the ~~MGE~~ Niagara Swingline Facility is determined based on Province of Ontario-approved gaming capacity levels ~~as set forth in the MGE Niagara Amended Credit Agreement~~.

The ~~MGE~~ Niagara Credit Facilities mature on June 10, 2024. The ~~MGE~~ Niagara Term Loan Facility is repayable, in quarterly installments, at a rate of 5.0 million Canadian dollars ~~($3.9 million as of September 30, 2021)~~ per annum, commencing September 30, 2019.

Borrowings under the ~~MGE~~ Niagara Credit Facilities accrue interest at a base rate plus a spread. ~~MGE~~We ~~Niagara~~are is also required to pay a leverage-based ~~Undrawn~~undrawn ~~Fee~~fee under the ~~MGE~~ Niagara Revolving Facility of between 75 and 125 basis points. The MGE Niagara Amended Credit Agreement adjusted the Applicable Margin and Undrawn Fee (each as defined in the MGE Niagara Amended Credit Agreement) to provide for an additional pricing level, commencing from the closing date of the MGE Niagara Amended Credit Agreement until the end of the Initial Retesting Quarter (as defined in the MGE Niagara Amended Credit Agreement), which Initial Retesting Quarter commences with the first full fiscal quarter where gaming capacity is equal to or greater than 50% for the entirety of such fiscal quarter, or during any voluntary or involuntary closing period, as follows: (i) Bankers’ Acceptances, Letters of Credit, LIBOR Loans and CDOR Loans equal to 500 basis points, (ii) Prime Rate Loans and USBR Loans equal to 350 basis points and (iii) Undrawn Fee equal to 125 basis points.

As of September 30, ~~2021~~ 2022, outstanding borrowings under the ~~MGE~~ Niagara ~~Revolving Facility, the MGE Niagara Swingline Facility and the MGE Niagara~~ Term Loan Facility accrue interest at 58.4369%~~, 5~~.~~95%~~ ~~and 5.43%, respectively.~~ As of September 30, ~~2021~~ 2022, the ~~Undrawn~~undrawn ~~Fee~~fee under the ~~MGE~~ Niagara Revolving Facility was 125 basis points.

As of September 30, ~~2021~~ 2022, letters of credit issued under the ~~MGE~~ Niagara Revolving Facility totaled $3525.~~0 Canadian dollars ($27.~~5 million ~~as of September 30, 2021)~~. ~~MGE~~We ~~Niagara~~ had $49120.~~5 Canadian dollars ($38.9~~1 million as of ~~September 30, 2021) of~~ borrowing capacity under the ~~MGE~~ Niagara Revolving Facility and ~~MGE~~ Niagara Swingline Facility as of September 30, ~~2021~~ 2022, after factoring in outstanding letters of credit ~~and limitations under the MGE Niagara Credit Agreement in place at that time due to gaming capacity restrictions~~.

MGE Niagara is an unrestricted subsidiary under ~~the~~our ~~Company’s~~ existing credit facilities and indentures and the ~~MGE~~ Niagara Credit Facilities are non-recourse to ~~the~~us ~~Company~~ and ~~its~~our restricted subsidiaries ~~thereunder~~.

The ~~MGE~~ Niagara Credit Facilities are secured by, among other things, substantially all of the properties and assets of MGE Niagara, subject to certain customary exceptions, as well as by a pledge of: (i) all of the issued and outstanding shares of MGE Niagara and (ii) a convertible debenture held by a third-party investor.

The ~~MGE~~ Niagara Credit Agreement contains customary covenants applicable to MGE Niagara, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, asset sales, acquisitions and investments, affiliate transactions and fundamental changes. The ~~MGE~~ Niagara Credit Agreement also includes financial maintenance covenants pertaining to total leverage and fixed charge coverage. In addition, the ~~MGE~~ Niagara Credit Agreement contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

~~The MGE~~ Niagara ~~Amended~~Convertible ~~Credit Agreement amended the financial maintenance covenants applicable to MGE Niagara as follows: (i) during any Closure Period (as defined in the MGE Niagara Amended Credit Agreement), (a) minimum~~ Debenture

FIn 2019, MGE Niagara issued a convertible debenture (the “Niagara Convertible Debenture”) to a third-25party investor (the "Convertible Debenture Holder") in an aggregate principal amount of 40.0 million Canadian dollars. The Niagara Convertible Debenture is convertible, at the option of the Convertible Debenture Holder, between the fourth and sixth anniversaries of the acquisition of the Niagara Resorts (the “Closing Date”), into Class B Special shares representing 40% of the capital of MGE Niagara. The Class B Special shares will be similar in nature to the existing Common shares. The Niagara Convertible Debenture accrues interest at an annual rate of 3.50% prior to the sixth anniversary of the Closing Date and 8.00% thereafter, compounded annually. The first interest payment was payable on June 11, 2022, with annual payments due thereafter. Repayment of the outstanding principal, plus accrued interest, is due thirty days following the expiration or the termination of the Casino Operating and Services Agreement. If the Niagara Convertible Debenture is not converted as of the sixth anniversary of the Closing Date, either MGE Niagara or the Convertible Debenture Holder may elect early repayment of half of the principal outstanding as of such date.

Korea Credit Facility

In September 2021, Inspire Integrated Resort entered into a loan agreement providing for a loan commitment of up to 1.04 trillion Korean won (“KRW”) in two tranches (the “Korea Credit Facility”), comprised of a 740.0 billion KRW credit facility (the “Tranche A Facility”) and a 300.0 billion KRW credit facility (the “Tranche B Facility”). The Korea Credit Facility is being used to pay for the construction, operation, financial and other project costs in connection with Inspire Korea (refer to Note 1). The Korea Credit Facility matures 48 months after the date of the first draw, which was November 29, 2021.

Mandatory prepayments are required under the Korea Credit Facility in connection with certain specified asset dispositions or receipt of insurance proceeds, without a prepayment fee. The Korea Credit Facility may not be voluntarily prepaid in whole or

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~weekly liquidity~~ in ~~the~~part ~~amount~~until ofone ~~12.5 million~~year ~~Canadian~~after ~~dollars ($9.8 million as of September 30, 2021) and (b) minimum monthly contractual payments from~~ the ~~Ontario~~date ~~Lottery and Gaming Corporation in the amount~~ of ~~3.75 million Canadian dollars ($3.0 million as of September 30, 2021); (ii) after a reopening of~~ the ~~MGE~~first ~~Niagara Resorts, minimum liquidity in the amount of 15~~draw.~~0 million~~ ~~Canadian~~After ~~dollars ($11.8 million as of September 30, 2021), tested weekly until~~ such ~~time as the MGE Niagara Resorts have been open for twelve consecutive months~~date, ~~and~~any ~~then~~voluntary ~~monthly~~prepayment ~~for~~requires ~~an additional six months thereafter; (iii) commencing with the first full month after the 50% Gaming Capacity Start Date (as defined in the MGE Niagara Amended Credit Agreement), until~~ a ~~trailing~~Prepayment ~~twelve-month~~Fee ~~test is achieved~~ (~~annualized~~ as ~~provided under the terms of the MGE Niagara Amended Credit Agreement), minimum monthly Fixed Charge Coverage Ratio (as~~ defined in the ~~MGE~~Korea ~~Niagara Amended~~ Credit ~~Agreement)~~Facility ~~of not less than 1.10:1.00 (once testing of four consecutive fiscal quarters is achieved without any closure of the MGE Niagara Resorts, such covenant to be tested quarterly~~agreement); and (iv) commencing with the Initial Retesting Quarter, maximum Total Leverage Ratio (as defined in the MGE Niagara Amended Credit Agreement) tested quarterly and determined on a consolidated trailing twelve-month basis (annualized as provided under the terms of the MGE Niagara Amended Credit Agreement) initially set at 5.~~00:1.00,~~ ~~then stepping down to 4.50:1.00 commencing with the fiscal quarter ending March 31, 2023 and 4.00:1.00 commencing with the fiscal quarter ending March 31, 2024.~~

~~The~~Borrowings ~~MGE~~outstanding ~~Niagara~~under ~~Amended~~the ~~Credit~~Tranche ~~Agreement~~A ~~also~~Facility ~~restricts~~accrue ~~Permitted~~interest ~~Management~~at ~~and~~a ~~Consulting~~fixed ~~Fees~~rate of 5.4% per annum or a floating rate equal to the sum of a base rate and ~~other~~an ~~Distributions~~applicable margin (as defined in the ~~MGE~~Korea ~~Niagara Amended~~ Credit ~~Agreement~~Facility agreement). toLoans ~~those~~outstanding ~~permitted~~under bythe ~~lender~~Tranche ~~consent~~B ~~until~~Facility ~~(i)~~accrue ~~the~~interest ~~completion~~at a fixed rate of ~~four~~7.0% ~~consecutive~~per ~~fiscal~~annum ~~quarters~~or ~~demonstrating~~a ~~compliance~~floating ~~with~~rate equal to the ~~maximum~~sum ~~Total~~of ~~Leverage~~a ~~Ratio~~base rate and an applicable margin (as defined in the ~~MGE~~Korea ~~Niagara~~Credit ~~Amended~~Facility agreement). The Korea Credit ~~Agreement)~~Facility ~~and~~includes ~~(ii)~~an interest reserve whereby a ~~Total~~portion ~~Leverage~~of ~~Ratio~~loan ~~(as~~proceeds ~~defined~~is inreserved ~~the~~for ~~MGE~~payment ~~Niagara~~of ~~Amended~~interest. ~~Credit~~Interest ~~Agreement)~~on ofTranche ~~less~~A ~~than~~Facility ~~3.00:1.00~~loans is fully reserved and interest on Tranche B Facility loans is reserved for 36 months. If any portion of the ~~two~~Korea ~~most~~Credit ~~recent~~Facility ~~consecutive~~is ~~fiscal~~undrawn, ~~quarters~~Inspire Integrated Resort is required to pay a 0.3% commitment fee on the undrawn amount.

~~MGE~~As ~~Niagara~~of ~~Convertible~~September 30, 2022, ~~Debenture~~outstanding borrowings under the Korea Credit Facility accrue interest at between 5.40% and 8.10%.

InInspire ~~June~~Integrated ~~2019,~~Resort ~~MGE~~is ~~Niagara issued a convertible debenture (the “MGE Niagara Convertible Debenture”) to a third-party investor (the "Convertible Debenture Holder") in~~ an ~~aggregate~~unrestricted ~~principal~~subsidiary ~~amount~~under ofour ~~40.0 million~~existing ~~Canadian~~credit ~~dollars~~facilities ~~($31.5 million as of September 30, 2021). The MGE Niagara Convertible Debenture is convertible, at the option of the Convertible Debenture Holder, between the fourth~~ and ~~sixth~~indentures anniversaries of the Closing Date, into Class B Special shares representing 40% of the capital of MGE Niagara. The Class B Special shares will be similar in nature to the existing Common shares. The MGE Niagara Convertible Debenture accrues interest at an annual rate of 3.50% prior to the sixth anniversary of the Closing Date and ~~8.00% thereafter, compounded annually. The first interest payment is payable on June 11, 2022, with annual payments due thereafter. Repayment of~~ the ~~outstanding~~Korea ~~principal,~~Credit ~~plus~~Facility ~~any accrued interest,~~ is ~~due~~non-recourse ~~thirty~~to ~~days~~us ~~following the expiration or the termination of the Casino Operating~~ and ~~Services~~our ~~Agreement.~~restricted If the MGE Niagara Convertible Debenture is not converted as of the sixth anniversary of the Closing Date, either MGE Niagara or the Convertible Debenture Holder may elect early repayment of half of the principal outstanding as of such datesubsidiaries.

~~Mohegan~~The ~~Expo~~Korea Credit Facility is secured by liens on substantially all assets of, and equity interests in, Inspire Integrated Resort (subject to certain exceptions and limitations).

InThe ~~April~~Korea ~~2017,~~Credit ~~the~~Facility ~~Company,~~contains ~~through~~certain ~~its~~customary ~~wholly-owned~~covenants ~~subsidiary,~~applicable ~~Mohegan~~to ~~Expo~~Inspire ~~Center,~~Integrated ~~LLC (“Mohegan Expo”)~~Resort, ~~entered~~including ~~into~~covenants agoverning: ~~loan~~incurrence ~~agreement~~of ~~with~~indebtedness, ~~certain~~incurrence ~~third-party~~of ~~lenders~~liens, ~~providing~~investments, ~~for~~mergers aor ~~$25.0 million~~consolidations, ~~tax-exempt~~asset ~~senior~~sales, ~~secured~~acquisitions ~~multi-draw~~of ~~term~~assets, ~~loan~~the ~~with~~payment anof ~~$8.3 million~~dividends ~~increase~~and ~~option~~other ~~(the~~distributions ~~“Mohegan~~and ~~Expo~~affiliate ~~Credit Facility”)~~transactions. In ~~September 2017~~addition, ~~Mohegan Expo exercised~~ the ~~Mohegan~~Korea ~~Expo~~ Credit Facility ~~increase~~includes ~~option.~~other The proceeds from the Mohegan Expo Credit Facility were used to partially finance the construction of an $80.0 million exposition and convention center (the “Earth Expo & Convention Center”). The Earth Expo & Convention Center opened in May 2018. For the fiscal years ended September 30covenants, ~~2021,~~representations ~~2020~~ and ~~2019,~~warranties ~~Mohegan Expo generated net revenues totaling $1.9 million, $3.5 million~~ and ~~$6.0 million,~~events ~~respectively,~~of ~~and~~default ~~loss~~that ~~from~~are ~~operations~~customary ~~totaling~~for ~~$1.8 million,~~financing ~~$1.4 million~~transactions ~~and~~of ~~$81,000,~~this ~~respectively~~type.

~~The~~In ~~Mohegan~~connection ~~Expo~~with ~~Credit~~the ~~Facility~~Korea ~~matures~~Credit ~~on April 1~~Facility, ~~2022.~~we ~~The~~entered ~~Mohegan~~into ~~Expo~~a ~~Credit~~credit ~~Facility~~enhancement issupport ~~repayable~~agreement ~~with~~to anprovide ~~initial~~up ~~payment~~to of $1100.10 million ~~for~~credit ~~the~~enhancement ~~period~~support ~~from~~for ~~April~~Inspire ~~18,~~Integrated ~~2018~~Resort's ~~through~~payment ~~September 30, 2018 commencing on October 1, 2018 and in quarterly installments, at a rate~~ of ~~$2.5 million per annum~~principal, ~~thereafter. As of September 30, 2021, outstanding borrowings under the Mohegan Expo Credit Facility accrue~~ interest atand ~~3.95%.~~other ~~Mohegan~~sums ~~Expo~~due ~~is required to maintain a six-month debt service reserve in a designated account~~ under the ~~Mohegan~~Korea ~~Expo~~ Credit Facility.

~~The~~We ~~Mohegan~~incurred ~~Expo~~$59.1 million ~~Credit~~in ~~Facility~~costs isin aconnection ~~senior~~with ~~secured~~this ~~obligation~~transaction ofduring ~~Mohegan~~fiscal ~~Expo,~~2022. ~~collateralized~~These bydebt ~~all~~issuance ~~existing~~costs were reflected as a debt discount and ~~future~~are ~~assets~~being ofamortized ~~Mohegan~~over ~~Expo.~~the ~~The~~term ~~Mohegan~~of ~~Expo~~the Korea Credit Facility ~~subjects~~using ~~Mohegan~~the ~~Expo~~effective tointerest ~~certain covenant requirements~~method.

~~Guaranteed~~Korea ~~Credit~~Term ~~Facility~~Loan

InOn ~~September~~November ~~2018~~4, ~~the~~2021, ~~Company~~MGE ~~entered~~Korea ~~into~~Limited (“Korea Limited”), a ~~loan~~wholly-owned ~~agreement~~subsidiary ~~with~~and ~~certain~~parent ~~third-party~~company ~~lenders~~of ~~providing~~Inspire ~~for~~Integrated Resort, entered into a $23275.70 million secured term loan ~~secured~~facility byagreement a(the ~~90%~~“Korea ~~loan~~Term ~~guarantee~~Loan”). byKorea ~~the~~Limited ~~Department~~received offunding from the ~~Interior,~~Korea ~~Assistant~~Term ~~Secretary—Indian~~Loan ~~Affairs,~~on ~~Division~~November of24, ~~Capital~~2021 ~~Investment~~ (the “~~Guaranteed~~Utilisation ~~Credit Facility~~Date”),. ~~pursuant~~The Korea Term Loan was primarily used to ~~the~~make ~~Indian~~a ~~Loan~~capital ~~Guaranty,~~contribution ~~Insurance~~to ~~and~~Inspire ~~Interest~~Integrated ~~Subsidy~~Resort ~~Program~~to ~~(the~~partially ~~“BIA~~fund ~~Loan~~construction-related ~~Guaranty~~costs ~~Program”)~~for Inspire Korea. InThe ~~October~~Korea ~~2018,~~Term ~~the~~Loan ~~Company~~matures ~~entered~~66 ~~into~~months aafter ~~follow-on~~the ~~loan~~Utilisation Date.

~~F-26~~If the Korea Term Loan is voluntarily prepaid, if certain mandatory prepayment events are triggered or if it is repaid following a notice of acceleration, we are required to pay a Prepayment Fee (as defined in the Korea Term Loan agreement).

The Korea Term Loan accrues payment-in-kind interest at a rate of 17.0% per annum, to be compounded and capitalized at the end of each quarter, or paid in cash if so elected by Korea Limited.

Korea Limited is an unrestricted subsidiary under our existing credit facilities and indentures and the Korea Term Loan is non-recourse to us and our restricted subsidiaries.

The Korea Term Loan is secured by a fixed charge over 100% of Korea Limited’s share capital and a debenture over the assets of Korea Limited (subject to certain exceptions and limitations).

The Korea Term Loan contains certain customary covenants, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, disposals, acquisitions and investments, arm’s length transactions, mergers and the development and management of Inspire Korea. In addition, the Korea Term Loan includes financial maintenance covenants pertaining to net leverage and debt service coverage of Korea Limited and Inspire Integrated Resort, and contains a requirement that Inspire Integrated Resort maintain a minimum cash balance in the amounts set forth in the Korea Term Loan agreement. The Korea Term Loan also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

We incurred $9.3 million in costs in connection with the Korea Term Loan during fiscal 2022. These debt issuance costs were reflected as a debt discount and are being amortized over the term of the Korea Term Loan using the effective interest method. In addition, the allocation of proceeds to the issuance of warrants and associated put option (see below) resulted in an original

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~agreement~~issue ~~providing~~discount ~~for~~on ~~an additional $11.3 million term loan under~~ the ~~BIA~~Korea Term Loan ~~Guaranty Program. This additional term loan completed the allocation to the Company~~ of $3590.03 million, inwhich ~~guaranteed~~will ~~term~~also ~~loans~~be ~~under~~amortized over the ~~BIA~~term ~~Loan~~of ~~Guaranty Program. The proceeds from~~ the ~~Guaranteed~~Korea ~~Credit~~Term ~~Facility~~Loan ~~were~~using ~~used to reimburse certain costs relating to~~ the ~~Earth~~effective ~~Expo~~interest ~~& Convention Center~~method.

~~The~~Korea ~~Guaranteed~~Warrant Credit Facility matures on October 1, 2023. The Guaranteed Credit Facility is repayable, in quarterly installments, at a rate of $2.6 million per annum, commencing January 1, 2019. As of September 30, 2021, outstanding borrowings under the Guaranteed Credit Facility accrue interest at 2.84%.Agreement

~~The~~In ~~Guaranteed~~connection ~~Credit~~with ~~Facility~~the ~~subjects~~Korea Term Loan, on November 4, 2021, MGE Korea Holding III Limited (“Korea Holding III”), the ~~Company~~parent company of Korea Limited, entered into a warrant agreement (the “Warrant Agreement”) to ~~certain~~issue ~~covenant~~detachable ~~requirements~~warrants (the “Warrants”). The Warrants can be converted into up to a total of 4,400 shares of capital in Korea Holding III at an initial exercise price of $0.01 per share. At the time of issuance, the Warrants represented 22.0% of the fully-diluted share capital of Korea Holding III.

The Warrants are generally exercisable at any time after the third anniversary of the Utilisation Date (November 2024) until the tenth anniversary of the Utilisation Date (November 2031), but may be exercised earlier upon certain triggering events defined in the Warrant Agreement. Upon the earlier of: (i) the tenth anniversary of the Utilisation Date (November 2031) and (ii) the consummation of an Exit Event (as defined in the Warrant Agreement), all unexercised Warrants will expire.

Warrant holders do not have any rights held by holders of shares in the capital of Korea Holding III to vote or to receive dividends and other distributions (other than as set forth in the Warrant Agreement). Warrant holders and shareholders of Korea Holding III have certain preemptive rights in relation to any proposed issuance of equity securities by Korea Holding III or certain affiliates (as defined in the Warrant Agreement), subject to customary exceptions.

Holders of unexercised Warrants have the right to require the parent of Korea Holding III (the “Parent”) to purchase all of the unexercised Warrants that they hold at certain relevant times (the “Put Option”). In turn, the Parent has the right to require the holders of unexercised Warrants to sell all of the unexercised Warrants they hold at certain relevant times (the “Call Option”). Both the Put Option and the Call Option are exercisable at any time in the period from (and including) the date six years and six months after the Utilisation Date (May 2028) until the tenth anniversary of the Utilisation Date (November 2031). The aggregate cash purchase price for both the Put Option and the Call Option equals the higher of: (i) the fair market value of the relevant unexercised Warrants and (ii) $110.0 million, multiplied by a fraction, the numerator of which is the number of the relevant unexercised Warrants and the denominator of which is the total number of Warrants.

The Warrants and the Put Option are classified as long-term liabilities and are re-measured at their estimated fair values at each reporting date. The estimated fair value of the Warrants and the Put Option was determined by utilizing the income approach (discounted cash flow method) and a binomial lattice model. This valuation approach utilized Level 3 inputs. The primary unobservable inputs utilized were the discount rate, which was 12.0%, and the expected volatility of the underlying stock price, which was 55.0%. In addition, projected cash flows are utilized in this valuation approach.

Debt issuance costs incurred during fiscal 2022 and allocated to the Warrants and the Put Option totaling $4.2 million were expensed on the Utilisation Date and recorded within Corporate costs and expenses.


Warrants and Put Option
(in thousands)
Balance, September 30, 2021	$	—
Additions	90,320
Unrealized gain	(43,020)
Balance, September 30, 2022	$	47,300

Guaranteed Credit Facility

In 2018, we entered into loan agreements providing for $35.0 million in term loans under the Indian Loan Guaranty, Insurance and Interest Subsidy Program (the “Guaranteed Credit Facility”). The Guaranteed Credit Facility matures on October 1, 2023 and is repayable, in quarterly installments, at a rate of $2.6 million per annum, commencing January 1, 2019. As of September 30, 2022, outstanding borrowings under the Guaranteed Credit Facility accrue interest at 5.31%. The Guaranteed Credit Facility subjects us to certain covenant requirements.

Redemption Note Payable

In ~~April~~ 2017, ~~pursuant to a membership interest redemption and withdrawal agreement,~~ Salishan-Mohegan ~~agreed~~redeemed ~~to redeem~~ the membership interest in Salishan-Mohegan that was previously held by Salishan Company, LLC for a redemption price of $114.8 million ~~(the “Redemption Price”)~~, which was determined by binding arbitration. The Redemption Price represented a $68.5 million redemption liability based on the present value of the Redemption Price, utilizing the Company’s credit adjusted risk-free investment rate. The amount of the redemption liability approximated the carrying value of Salishan Company's membership interest at the redemption date and, accordingly, no gain or loss was recorded in connection with this transaction. The redemption liability is payable through a promissory note (the “Redemption Note Payable”) ~~issued by Salishan-Mohegan~~. The Redemption Note Payable is payable in monthly installments of $1.9 million over a five-year period, commencing in May 2019. ~~The~~We ~~Company~~recognize ~~recognizes~~ interest expense relating to the amortization of discount to the Redemption Price, utilizing the effective yield method.

~~NOTE 11—LEASES:~~54

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Note 7 — Leases

Lessee

~~The~~We ~~Company~~lease ~~leases~~ real estate and equipment under various operating and finance lease agreements. The leases have remaining terms ranging from approximately one month to 5049 years and do not contain any material residual value guarantees or restrictive covenants. Rental payments under these lease agreements are fixed and/or variable based on periodic adjustments for inflation, performance, usage or appraised land values. Variable components of lease payments are not included in the calculation of right-of-use assets and liabilities.

~~The~~Our ~~Company’s~~ lease arrangements contain both lease and non-lease components. For instances in which ~~the~~we ~~Company~~are is a lessee, ~~the~~we ~~Company~~account ~~accounts~~ for both lease and non-lease components as a single lease component for substantially all classes of underlying assets (primarily real estate and equipment). Leases with an expected or initial term of 12 months or less are not recorded on ~~the~~our ~~Company’s~~Balance ~~consolidated balance sheet~~Sheets.

Information related to weighted average lease terms and discount rates is as follows:

	September 30, 2021
	September 30, 2022
Weighted average remaining lease terms (years):
Operating leases	2221
Finance leases	1918
Weighted average discount rates:
Operating leases	87.6784	%
Finance leases	76.7688	%

~~F-27~~The components of lease expense are as follows:


	For the Fiscal Years Ended
(in thousands)	September 30, 2022		September 30, 2021		September 30, 2020
Operating lease expense	$	44,065	$	45,458	$	38,414
Short-term lease expense	43,642		33,438		27,121
Variable lease expense	18,133		17,427		12,922
Finance lease expense:
Amortization of right-of-use assets	6,494		4,459		2,401
Interest on lease liabilities	8,740		5,059		1,547
Sublease income (1)	(38,298)		(23,147)		(20,791)
Total	$	82,776	$	82,694	$	61,614

_________

(1)

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