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 statements.Financial Statements.

In addition to the risk factors described under “PartPart 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:

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

We wereThe 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 the Indian Gaming Regulatory Act of 1988 (“IGRA”), federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, 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 was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Mohegan Tribe, withhave 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 to conduct full-scale casino gaming operations on tribal lands, subject to certain conditions, and the Mohegan Compact, as amended, permits the Mohegan Tribe to conduct casino and sportsbook operations on its tribal lands in Uncasville, Connecticut, along with online casino gaming and sports wagering (“iGaming”) in the state of Connecticut and on its tribal 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

We have three major business functions. First, we are primarily engaged in the compositionownership, operation and development of integrated entertainment facilities. In conjunction with the Mohegan Tribal Council resultsTribe, 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 corresponding changefacility in ourSouth 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. 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.

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 American owned, operatedproperties in the United States and managed propertiesCanada to ensure the health and safety of our employees, guestscustomers and the surrounding communities in which we operate, consistent with directives from various governmentgovernmental bodies. Following these closures, we reopenedAll of our properties as follows: (i) ilani Casino Resort in May 2020, (ii) Mohegan Sunthe United States were reopened by July 2020. Our properties in June 2020, (iii) Mohegan Sun Pocono in June 2020, (iv) Resorts Casino HotelCanada reopened in July 2020 and (v) the MGE Niagara Resorts in July 2021. Mohegan Sun Pocono was again2021, but were temporarily closed again from December 12, 2020,January 5, 2022 through January 3, 2021,30, 2022, due to a resurgence of COVID-19 at that time. In addition,

While we are operating at full capacity as of the initial openingfiling of Mohegan Sun Las Vegas was delayed until March 2021.

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 SunCasino Las Vegas. WeIn addition, we have also taken significant steps in our diversification efforts internationally with the acquisition of the MGE Niagara Resorts and the current development of an integrated resort and casino project to be located adjacent to the Incheon International Airport in South Korea (“Project Inspire”).

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 PoconoPennsylvania is located on an approximately 400-acre site in Plains Township, Pennsylvania.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 PoconoPennsylvania is one of 1216 gaming and entertainment facilities operating in the state of Pennsylvania and competes primarily with facilities in Bethlehem and Mount Pocono.

We operate the MGE Niagara Resorts under a Casino Operating and Services Agreement (the “Casino Operating and Services Agreement”).Agreement. The MGE Niagara Resorts include the Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre,OLG Stage at Fallsview Casino, 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 primarily with facilities in Toronto, Ontario and Niagara Falls, New York.

We operate Mohegan SunCasino 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 SunCasino Las Vegas, competes primarily with resorts and casinos in Las Vegas.

We developed and currently manageoperate 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 45 minutes outsideapproximately 16 miles north of the rapidly expanding Portland Oregon region onwith direct access to Interstate 5.

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.

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.

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.

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.

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.

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. SeeRefer to Part I. Item 1A. Risk Factors to this Annual Report on Form 10-K.

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, andlands. 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.

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, LLC 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 restricted 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 operation of casinos and gaming on Indian lands is subject to IGRA, which is administered by the National Indian Gaming Commission ("NIGC"(“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"(“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.

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.

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 bettingwagering 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

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.parties. 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"“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. EffectiveIn 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. StateCompact and iGaming. 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, simultaneouslythereby enabling Mohegan Digital to commence iGaming inthroughout the state of Connecticut, in October 2021.with the 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 SeptemberJuly 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.

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.

Our harness racing operation at Mohegan Sun PoconoPennsylvania 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"“PSHRC”), which is responsible for, among other things:

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 OTWoff-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 OTWsoff-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.

Our slot machine and table game operations at Mohegan Sun PoconoPennsylvania 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"“PGCB”), is responsible for, among other things:

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.

The MGE Niagara Resorts and iGaming in the Province of Ontario are subject to both Federalfederal and Provincialprovincial legal and regulatory considerations. Federally, the Canadian Criminal Code stipulates that operations like MGEthe 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. ThatThis structure is made upcomprised 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 (amongand other Acts).regulations.

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

Included in the OLG’s objectives are:

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 out at MGEthe Niagara Resorts, the AGCO’s overarching regulatory objective is to ensure that all such gaming isoperations are operated within the law and with honesty and integrity and in the broader public interest. The agencyAGCO undertakes a number of key activities to fulfill its regulatory mandate including:

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"“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 operationoperations and our financial condition and results of operations.

TheMohegan Casino Las Vegas operation is subject to the licensing and regulatory control of the Nevada Gaming Commission ("NGC"(“NGC”), the Nevada Gaming Control Board ("NGCB"(“NGCB”) and the Clark County Liquor and Gaming Licensing Board ("CCLGLB"(“CCLGLB”). The NGC and NGCB are referred to herein collectively as the "Nevada“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“registered public company"company”) and to be found suitable by the NGC to own the equity interests of MGNV Holding, LLC ("Holding"(“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 boardManagement 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 thethat person. In

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 SunCasino 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 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.

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'sstate'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 received;revenues received, the number of gaming devices operated;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 to reviewreviewing and ensureensuring 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 SunCasino 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 boardManagement 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. TheClark 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.

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

As of September 30, 2021,2022, we had approximately 9,5809,660 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: 4,850,5,180, (ii) Mohegan Sun Pocono: 780,Pennsylvania: 840, (iii) the MGE Niagara Resorts: 3,450,3,150, (iv) Mohegan SunCasino Las Vegas: 320300 and (v) corporate and other: 180.190.

Certain employees at Mohegan Sun PoconoPennsylvania 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, 20222027 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 SunCasino 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.

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 costlow-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 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.

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$2.5 billion.

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

In addition, our senior secured credit facilitiesfacility 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 thosesuch 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.

Economic downturns or contractions may adversely affect visitation and spending at our properties which would negatively impact our results of operations and cash flows. The credit environment could also impact our ability to borrow in the U.K. Financial Conduct Authority announcedfuture. Additional financing or refinancing of our existing debt may not be available and, if available, may not be available on economically favorable terms. Furthermore, increases in our leverage could lead to deterioration in our credit ratings. A reduction in our credit ratings, regardless of the cause, could also limit our ability to obtain additional financing and/or increase our cost of obtaining such financing. We can provide no assurance that it intends to stop requiring banks to submit LIBOR rates after 2021. As a result, LIBORwe will be discontinued after 2021able to access the capital markets at financially economical interest rates, which could negatively affect our business. While we believe that we will continue to have adequate credit available to meet our business needs, we can provide no assurance in this regard.

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

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 other reforms to LIBOR that may be enactedsuch transactions would adequately mitigate the risks of fluctuations in the United Kingdom or elsewhere.foreign currency exchange rates.

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.

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 and on our projects under development, including Inspire Korea, the full extent of which depends on future developments which are highly uncertain and cannot be predicted with confidence. Such developments include the following:

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 PoconoPennsylvania 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

With respect to our operations at the MGE Niagara Resorts, we are regulated by both nationalfederal 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 MGE 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.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.

The gaming industry is highly competitive for both customers and employees, including those at the management level.level employees. We compete directly with numerous casinosgaming operations and hotel casinos of varying qualityhotels in the immediate and size insurrounding market areas where our properties are located. We also compete with other non-gaming resorts and vacation destinations, and with variousas well as other casino and other forms of

entertainment, businesses, including iGaming websites, and could compete with any new forms ofoperations. The gaming that may be legalized in the future. The casino entertainment businessindustry is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas. Also,future, our business may be adversely impacted by thenew forms of legalized gaming, as well as additional gaming and hotel room capacity in placesthe market areas where we operate or intend to operate.

With fewer otherthe general lack of new gaming markets, opening for development, competition in existing markets has intensified in recent years. We and our competitors have invested in expanding existing facilities, developing new facilities and acquiring established facilities in existing markets. Competition may continue to intensify if our competitors commit additional resources to aggressive pricing and promotional activities in order to attract customers.

In addition, weWe also compete to some extent with other forms of gaming on both a locallocally and national level,nationally, including state-sponsored lotteries, charitable gaming, video gaming terminals at bars, restaurants, taverns and truck stops, on-andon-track and off-track wagering and other forms of entertainment, including motion pictures, sporting events and other recreational activities. It is possible that these secondary competitors could reduce the number of visitors toadversely impact visitation or amounts wagered at our facilities, or the amount they are willing to wager, which could have a material adverse effect on our ability to generate revenuerevenues or maintain our profitability and cash flows.

If our competitors 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 giveprovide them with operating advantages due to differences or changes in gaming regulations or taxes or if additional hotelsgaming operations and casinoshotels are established or expanded in size or scope in and around the locationsmarket areas in which we conduct business, we may lose market share or the ability to attract orand retain employees. In particular, the expansion of casino gaming in or near any geographicgeographical area from which we attract or expect to attract a significant number of our customers could have a significant adverse effect on our business, financial condition and results of operations.

In addition, increased competition may require us to make substantial capital expenditures to maintain and enhance the competitive positionsposition of our properties, including updating slot machines to reflect changing technology, refurbishing public service areas, periodically, replacing obsolete equipment on an ongoing basis and making other expenditures to increaseenhance the attractiveness and add to the appeal of our facilities. BecauseSince we are highly leveraged, after satisfying our obligations under our outstanding indebtedness,debt, there can be no assurance that we will have sufficient funds to undertake these expenditures or that we will be able to obtain sufficient financing to fund such expenditures. If we are unable to make such expenditures, our competitive position could be materially adversely affected.

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

We depend on revenues generated from our hotels at our various properties, together with revenues generated fromand other portions of the facility,our properties 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:

We have previously announced our integrated resort and casino project, called Project Inspire Korea, which is under construction atadjacent to the Incheon International Airport in South Korea. This development projectKorea, the hotel under construction at ilani and any of our other construction projects, including renovations to existing facilities, we undertake, will entail 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 be successful 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, or if the liability of such persons for such overruns is limited or not covered by their contracts, we may incur increased costs for such developments.projects. In addition, the location of projects like Project Inspire includingKorea and other projects which we may pursue throughout the world present unique challenges and risks to manage and execute. If our management is unable to successfully manage successfully such international construction projects, it could have a material adverse effect on our financial condition, results of operations and cash flows.

The anticipated costs and completion dates for our current construction projects are based on budgets, designs, development and construction documents and schedule estimates that are prepared with the assistance of architects and other construction development consultants and are subject to change as the design, development and construction documents are finalized and as actual construction work is performed. A failure to complete our projects on budget or on schedule may have a material adverse effect on our financial condition, results of operations and cash flows.

Furthermore, while construction activities may be planned to minimize disruption,disruptions, construction noise, and debris and the temporary closing of some of the facility, such activitiesclosures may disrupt our current operations. Unexpected construction delays could exacerbate or magnify these disruptions. We can provide no assurance that anyour construction renovation or expansion projects will not have a material adverse effect on our results of operations.

We may suspend, elect not to proceed with or fail to complete our construction renovation or expansion projects once they have been undertaken. In such cases, we may be required to carry assets on our balance sheet forrelated to suspended projects or

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 theour expanded facility.facilities. Failure to successfully

integrate and manage new services and amenities could have a material adverse effect on our results of operations and our ability to meet our financial obligations.

AlthoughWhile 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, LLC and, to the extent applicable, the Poconocertain of our wholly-owned subsidiaries or collectively, thethat are tribal entities each have sovereign immunity and generally may not be 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 connection with substantially all of our outstanding indebtedness.debt. Each such waiver includes suitspermits lawsuits against us to enforce our obligation to repay certain outstanding indebtedness.debt. Generally, duly authorized express waivers of sovereign immunity have been held to be enforceable against Indian tribes. In the event that any waiver of sovereign immunity is held to be ineffective, a claimant could be precluded from judicially enforcing its rights and remedies. With limited exceptions, the tribal entitiesour restricted subsidiaries have not waived sovereign immunity for claims under federal or state securities laws and therefore a claimant may not have any remedy based on such claims.

Where an entity that enjoys tribal sovereign immunity has waived its immunity and consented to suit in federal and/or state court, disputes may be brought in a federal or state court that has jurisdiction over the matter. However, federal courts may not exercise jurisdiction over disputes not arising under federal law or between litigants that are not citizens of different states, 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 Tribe's Constitution has established a special court, the Gaming Disputes Court, to rule on disputes with respect to Mohegan Sun. The federal and state courts, under the doctrines of comity and exhaustion of tribal remedies, maymay: (i) defer to the jurisdiction of the Gaming 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.

The limited waiver of sovereign immunity that has been granted in connection with our outstanding indebtednessdebt additionally provides that in the event that none of the specified federal or state courts accept or exercise jurisdiction over a dispute, 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 the arbitrator’s decision will be limited. Federal and state courts typically are required to enforce a proper arbitration award without a re-examination of the merits of the decision. Enforcement of arbitration awards in the Gaming Disputes Court may not be subject to the same limitations on such re-examination.

If an event of default occurs in connection with our indebtedness,debt, no assurance can be given that a forum will be available to creditors other than arbitration with enforcement of arbitration awards in the Gaming Disputes Court. In such court, there are presently limited precedents for the interpretation of tribal law with respect to insolvency. Any execution of a judgment of the Gaming Disputes Court or any other court 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 a judgment of the Gaming Disputes Court must be executed on tribal lands, the practical realization of any benefit of such a judgment will 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 title to the land. Additionally, althoughwhile we do not presently hold any material fee interest in real property, if we diddo in

Any rights 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 or the Mohegan Tribe or its other affiliates.

Our senior secured credit facilitiesfacility 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:

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 requirefacility 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 theseour indentures, we are generally able to incur indebtednessdebt 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 indebtednessdebt could be limited and subject to other applicable exceptions contained in the indentures and the options available to us to refinance our existing indebtednessdebt 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.

During periods of economic contraction, our revenues may decreasedecline while some of our costs remain fixed, resulting in decreasedlower earnings since gaming and other leisure activities that we offer are discretionary expendituresin nature and participation in such activities may decline during economic downturns becausesince consumers have less disposable income. Even an uncertain economic outlook may adversely affect consumer spending inat our gaming operations and related facilities, becauseproperties 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, 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 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.

We 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 or otherand 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, and a failureresources. Failure to achieve anyreceive such approvalapprovals 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,Furthermore, 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.

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 guarantorsour 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 theour guarantors, these officials may consider the interests of their electorate, instead of pure economic or other business factors.

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, andas 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 facilities and programs. 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 thesuch 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 couldcan be joint and several in nature and in many instances can be imposed on the owner or operator of property regardless of whether itsuch 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, the site, it 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.investigation. During the course of thatthe 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 of the above could have a material adverse effect on our operating results and ability to meet our financial obligations.

Our results of operations could be adversely affected by weather-relateda variety of factors such as hurricanesbeyond our control, including health concerns (as has been the case with COVID-19 and blizzardscould occur in the event of future health outbreaks and other unfavorable winter weather conditions. Suchpandemics), adverse weather conditions arising from short-term weather patterns or long-term climate change, catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, droughts, tsunamis and earthquakes), international, political or military developments (including social unrest) and terrorist attacks. These events and others may discourage potential patrons from traveling or may deter or prevent patrons from reachingalso inhibit our facilities. If this occurs, it could have a material adverse effect on our operating results and ability to meetprovide our financial obligations.amenities 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.

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.

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 patronscustomers to travel to our properties or by causing patronscustomers who do visit our properties to decreasereduce their spending due to a reduction in disposable income.

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 patronscustomers 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.

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.

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:

None.

We have not issued or sold any equity securities.

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 American owned, operatedproperties in the United States and managed propertiesCanada to ensure the health and safety of our employees, guestscustomers and the surrounding communities in which we operate, consistent with directives from various governmentgovernmental bodies. Following these closures, we reopenedAll of our properties as follows: (i) ilani Casino Resort in May 2020, (ii) Mohegan Sunthe United States were reopened by July 2020. Our properties in June 2020, (iii) Mohegan Sun Pocono in June 2020, (iv) Resorts Casino HotelCanada reopened in July 2020 and (v) the MGE Niagara Resorts in July 2021. Mohegan Sun Pocono was again2021, but were temporarily closed again from December 12, 2020,January 5, 2022 through January 3, 2021,30, 2022, due to a resurgence of COVID-19 at that time. In addition,

While we are operating at full capacity as of the initial openingfiling of Mohegan Sun Las Vegas was delayed until March 2021.

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 itsour 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 ourany business disruptions.

The most significant factors and trends that impacted our operating and financial performance induring fiscal 20212022 were as follows:

Net revenues increased $100.7$123.9 million, or 14.1%15.2%, to $816.4 million for the fiscal year ended September 30, 2021,2022 compared with $715.7 million in the prior fiscal year. The growth in net revenuesThis increase was primarily resulted from increases in slot and table game revenues driven by higher overall gaming volumes, combined with higher hotelnon-gaming revenues reflecting increased occupancy from casino patrons and higher paying transient guests. These resultswhich benefited from strong overall business volumes reflecting a fullreturn to relatively normal operating conditions compared with the prior fiscal year, of operations at Mohegan Sun. Mohegan Sun temporarily closed, effective March 18, 2020, following the outbreak of COVID-19, and reopened to the public on June 1, 2020. Net revenues werewhich was negatively impacted by various COVID-19 related capacity restrictions atrestrictions. Overall non-gaming revenues also benefited from a full entertainment calendar compared with the prior fiscal year in which the Mohegan Sun most of which were fully removed on May 19, 2021.Arena was partially closed due to COVID-19. In addition, the growth in net revenues reflected higher gaming revenues. Slot revenues increased principally due to higher slot handle, while the growth in table game revenues reflected higher hold percentage.

Operating costs and expenses increased $26.9$112.6 million, or 4.6%18.3%, to $614.1 million for the fiscal year ended September 30, 2021,2022 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 partially offsetand return to relatively normal operating conditions, including increased payroll costs, cost of goods sold and direct entertainment expenses, as well as higher costs related to advertising, utilities and certain other administrative services. The increase in operating costs and expenses was also driven by various cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19.higher slot win contribution.

Net revenues increased $40.3$36.4 million, or 22.2%16.4%, to $221.5 million for the fiscal year ended September 30, 2021,2022 compared with $181.2the prior fiscal year. This increase was primarily due to higher slot revenues driven by increased slot handle, as well as higher non-gaming revenues. In general, these results were driven by strong overall business volumes reflecting a return to relatively normal operating conditions compared with the prior fiscal year, which was negatively impacted by various COVID-19 restrictions and the temporary closure of Mohegan Pennsylvania from December 12, 2020, through January 3, 2021.

Operating costs and expenses increased $24.9 million, or 13.2%, for the fiscal year ended September 30, 2022 compared with the prior fiscal year. This increase primarily reflected higher Pennsylvania slot machine tax expenses driven by the increase in slot revenues, combined with higher overall operating costs and expenses commensurate with the return to relatively normal operating conditions.

Net revenues increased $180.1 million, or 181.5%, for the fiscal year ended September 30, 2022 compared with the prior fiscal year. This increase reflected a relatively full year of operations and a return to fairly normal operating conditions compared with the prior fiscal year. The increase in net revenues was primarily driven by higher overall gaming revenues which benefited from a relatively full fiscal year of operations at Mohegan Sun Pocono. The increase in gaming revenues also reflected strong interactive gaming business. Mohegan Sun PoconoNiagara Resorts were temporarily closed effective March 18, 2020, following the outbreak of COVID-19, and reopened to the public on June 22, 2020. Mohegan Sun Pocono was againJuly 23, 2021 under various COVID-19 related restrictions. The Niagara Resorts were temporarily closed again from December 12, 2020,January 5, 2022, through January 3, 2021,30, 2022, due to a resurgence of COVID-19 at that time.

Net revenues were negatively impacteddecreased $7.8 million, or 11.1%, for the fiscal year ended September 30, 2022 compared with the prior fiscal year. This decline was primarily driven by various COVID-19lower management fees from ilani Casino Resort, combined with the impact of non-recurring management fees associated with our prior management agreement with Paragon Casino Resort.

Operating costs and expenses increased $25.3 million, or 47.9%, for the fiscal year ended September 30, 2022 compared with the prior fiscal year. As described in Note 4 and Note 5, this increase was primarily driven by $36.4 million in impairment charges related capacity restrictions atto Inspire Korea, partially offset by lower pre-opening costs and expenses related to Inspire Korea.

Net revenues increased $35.8 million, or 190.8%, for the fiscal year ended September 30, 2022 compared with the prior fiscal year. This increase was driven by incremental revenues generated by our online casino gaming and sports wagering operations in Connecticut, which commenced in October 2021, and Mohegan Sun Pocono, most ofCasino Las Vegas, which were fully removed on May 31,opened in March 2021.

Operating costs and expenses decreased $107.3increased $27.1 million, or 36.2%133.6%, to $188.9 million for the fiscal year ended September 30, 2021,2022 compared with $296.2 million in the prior fiscal year. This reduction primarilyincrease reflected the impact of a $126.6 million impairment charge related toincremental operating costs and expenses associated with our online casino gaming and sports wagering operations in Connecticut and Mohegan Sun Pocono’s various gaming licenses that was recorded in the prior year, combined with various cost saving and expense management initiatives to mitigate the operating and financial impact of COVID-19.Casino Las Vegas.

Net revenues decreased $80.8$2.7 million, or 44.9%82.3%, to $99.2 million for the fiscal year ended September 30, 2021,2022 compared with $180.0 millionthe prior fiscal year. This decline principally reflected the impact of non-recurring revenues generated by our construction group in the prior fiscal year. These results reflect the temporary closure of the MGE Niagara Resorts, effective March 18, 2020, following the outbreak of COVID-19. The MGE Niagara Resorts reopened to the public on July 23, 2021 under various COVID-19 related capacity restrictions.

Operating costs and expenses increased $17.2decreased $4.5 million, or 48.3%9.6%, to $52.8 million for the fiscal year ended September 30, 2021,2022 compared with $35.6 millionthe prior fiscal year. This decline primarily reflected the impact of a non-recurring contract termination charge in the prior fiscal year. The increase in operatingyear, as well as non-recurring construction related expenses, partially offset by increased payroll costs and expenses was primarily driven by higher pre-opening costs and expenses related to Project Inspire, combined with higher payroll costs.certain other professional and administrative services.

Interest expense increased $34.5 million, or 20.1%, for the fiscal year ended September 30, 2021. These results represent revenues generated by Mohegan Sun Las Vegas, which opened to the public on March 25, 2021.

On January 26, 2021, we completed a series of refinancing transactions, including (i) the entry into a new senior secured credit facility (the “New Senior Secured Credit Facility”), (ii) issuance of new senior secured notes, (iii) prepayment of our prior senior secured credit facilities, (iv) prepayment of our Main Street term loan facility and (v) repayment of the Mohegan Tribe subordinated loan. We incurred $24.0 million in costs in connection with 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 lossLoss on modification and early extinguishment of debt. New debt issuancein fiscal 2021 primarily represented transaction costs totaling $4.5 million were capitalized and will be amortized overexpensed in connection with our January 2021 refinancing transactions.

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

The remaining $19.4 millionreduction in new debt issuance costsother, net primarily reflected lower COVID-19 related governmental subsidies associated with the Niagara Resorts.

Income tax benefit or provision was reflected as debt discount and will be amortized overprimarily driven by taxable losses incurred or taxable income generated by the term of the related debt.Niagara Resorts.

As of September 30, 20212022 and 2020,2021, we held cash and cash equivalents of $149.8$164.7 million and $112.7$149.8 million, respectively, of which the MGE Niagara Resorts held $25.1$37.5 million and $15.1$25.1 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 $213.7$243.0 million of borrowing capacity under our New Senior Secured Credit Facilitysenior secured credit facility and line of

Cash used in investing activities declined $124.1increased $245.6 million, or 71.6%497.7%, to $49.3$294.9 million for the fiscal year ended September 30, 2021,2022 compared with $173.4$49.3 million in the prior fiscal year. The declineincrease in cash used in investing activities was primarily reflected lowerdriven by higher capital expenditures combined with the impact of an investment in Mohegan Hotel Holding, LLC, in the prior fiscal year.related to Inspire Korea.

Cash used inprovided by financing activities increased $142.0 million, or 986.1%, to $156.4totaled $438.2 million for the fiscal year ended September 30, 2021,2022 compared with $14.4cash used in financing activities of $156.4 million in the prior fiscal year. These results reflect reducedThe increase in cash provided by financing activities was primarily driven by additional borrowings combined withto fund the paymentdevelopment of transaction costs associated with our January 2021 refinancing transactions.

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 disclosuredisclosures 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 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:

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 losscharge will be recognized at such time.

Other intangibleIntangible assets consist primarily of Mohegan Sun's trademark and Mohegan Sun Pocono'sPennsylvania'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’sPennsylvania’s intangible assets by approximately $11 million and a 1% increase in the discount rate would decrease the fair value of Mohegan Sun Pocono’sPennsylvania’s intangible assets by approximately $40$42 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 theirits 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.

We operate the MGE Niagara Resorts under the terms of a 21-year Casino Operating and Services Agreement.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 government.Province of Ontario. We are acting as a service provider to the OLGOntario 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 linestraight-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 OLGOntario 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

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.

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, or Eurodollarsecured 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, 20212022 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.

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.

As described in Note 6 to the consolidated financial statements, on November 4, 2021, the Company entered into a warrant agreement to issue detachable warrants (the “Warrants”) that can be converted into up to a total of 4,400 shares of capital in MGE Korea Holding III Limited. Holders of unexercised Warrants have the right to require the parent of MGE Korea Holding III Limited to purchase all of the unexercised Warrants that they hold at certain relevant times (the “Put Option”). 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. Management applied significant judgment in determining the appropriate accounting treatment and inputs utilized in its quarterly fair value model.