SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of March 31, 2013, substantially all of the Authority's outstanding debt is fully and unconditionally guaranteed, on a joint and several basis, by the following 100% owned subsidiaries of the Authority: the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming are not presented below because the Authority believes that the summarized financial information provided below and in Note 7 are adequate for investor analysis of these subsidiaries. Condensed consolidating financial statement information for the Authority, its 100% owned guarantor subsidiaries and its non-guarantor subsidiaries and entities as of March 31, 2013 and September 30, 2012 and for the three months and six months ended March 31, 2013 and 2012 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	March 31, 2013
	Authority		Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,208,407	$	229,447		$	36,998		$	—		$	1,474,852
Intercompany receivables	232,706		22,285			—			(254,991		)	—
Investment in subsidiaries	335,515		(2,164		)	—			(333,351		)	—
Other intangible assets, net	120,565		285,158			—			—			405,723
Other assets, net	163,061		69,308			73,025			(210		)	305,184
Total assets	$	2,060,254	$	604,034		$	110,023		$	(588,552	)	$	2,185,759
LIABILITIES AND CAPITAL
Current liabilities	$	215,604	$	31,549		$	13,617		$	—		$	260,770
Due to Mohegan Tribe	—		—			33,896			—			33,896
Long-term debt and capital leases, net of current portions	1,604,714		—			45,442			—			1,650,156
Relinquishment liability, net of current portion	34,492		—			—			—			34,492
Intercompany payables	—		230,932			24,059			(254,991		)	—
Other long-term liabilities	2,843		—			1,215			—			4,058
Total liabilities	1,857,653		262,481			118,229			(254,991		)	1,983,372
Mohegan Tribal Gaming Authority capital	202,601		341,553			(8,206		)	(333,873		)	202,075
Non-controlling interests	—		—			—			312			312
Total liabilities and capital	$	2,060,254	$	604,034		$	110,023		$	(588,552	)	$	2,185,759

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

(2) Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	September 30, 2012
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,233,688	$	233,202	$	23,508	$	—		$	1,490,398
Intercompany receivables	223,131		12,448		—		(235,579		)	—
Investment in subsidiaries	351,703		557		—		(352,260		)	—
Other intangible assets, net	120,623		285,305		—		—			405,928
Other assets, net	208,576		71,673		77,342		(210		)	357,381
Total assets	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707
LIABILITIES AND CAPITAL
Current liabilities	$	261,433	$	32,771	$	6,359	$	—		$	300,563
Due to Mohegan Tribe	—		—		31,450		—			31,450
Long-term debt and capital leases, net of current portions	1,607,004		—		45,000		—			1,652,004
Relinquishment liability, net of current portion	57,470		—		—		—			57,470
Intercompany payables	—		222,787		12,792		(235,579		)	—
Other long-term liabilities	2,607		—		350		—			2,957
Total liabilities	1,928,514		255,558		95,951		(235,579		)	2,044,444
Mohegan Tribal Gaming Authority capital	209,207		347,627		4,899		(353,052		)	208,681
Non-controlling interests	—		—		—		582			582
Total liabilities and capital	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	For the Three Months Ended March 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	252,831		$	72,497		$	428		$	(61	)	$	325,695
Operating costs and expenses:
Gaming and other operations	140,736			52,207			—			(1		)	192,942
Advertising, general and administrative	44,532			7,687			4,448			(60		)	56,607
Depreciation and amortization	16,631			3,320			—			—			19,951
Severance	33			124			—			—			157
Pre-opening	—			72			—			—			72
Total operating costs and expenses	201,932			63,410			4,448			(61		)	269,729
Income (loss) from operations	50,899			9,087			(4,020		)	—			55,966
Accretion of discount to the relinquishment liability	(1,244		)	—			—			—			(1,244		)
Interest expense, net of capitalized interest	(29,489		)	(11,043		)	(2,505		)	477			(42,560		)
Loss on early exchange of debt	(395		)	—			—			—			(395		)
Loss on interests in subsidiaries	(5,737		)	(1,843		)	—			7,580			—
Other income, net	31			483			554			(477		)	591
Net income (loss)	14,065			(3,316		)	(5,971		)	7,580			12,358
Loss attributable to non-controlling interests	—			—			—			1,707			1,707
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	14,065		$	(3,316	)	$	(5,971	)	$	9,287		$	14,065

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	For the Three Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	273,065		$	78,090		$	—		$	(1	)	$	351,154
Operating costs and expenses:
Gaming and other operations	157,356			56,330			—			(1		)	213,685
Advertising, general and administrative	44,131			7,926			910			—			52,967
Depreciation and amortization	17,065			4,416			—			—			21,481
(Gain) loss on disposition of assets	39			(8		)	—			—			31
Total operating costs and expenses	218,591			68,664			910			(1		)	288,164
Income (loss) from operations	54,474			9,426			(910		)	—			62,990
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(16,485		)	(15,668		)	(767		)	263			(32,657		)
Loss on early exchange of debt	(14,306		)	—			—			—			(14,306		)
Loss on interests in subsidiaries	(6,518		)	(561		)	—			7,079			—
Other income (expense), net	(11		)	285			634			(263		)	645
Net income (loss)	15,092			(6,518		)	(1,043		)	7,079			14,610
Loss attributable to non-controlling interests	—			—			—			482			482
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	15,092		$	(6,518	)	$	(1,043	)	$	7,561		$	15,092

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	For the Six Months Ended March 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	505,581		$	144,453		$	781		$	(365	)	$	650,450
Operating costs and expenses:
Gaming and other operations	288,349			104,959			—			(245		)	393,063
Advertising, general and administrative	86,715			15,238			7,091			(120		)	108,924
Depreciation and amortization	33,486			6,629			—			—			40,115
Loss on disposition of assets	133			—			—			—			133
Severance	(146		)	124			—			—			(22		)
Pre-opening	—			72			—			—			72
Total operating costs and expenses	408,537			127,022			7,091			(365		)	542,285
Income (loss) from operations	97,044			17,431			(6,310		)	—			108,165
Accretion of discount to the relinquishment liability	(2,487		)	—			—			—			(2,487		)
Interest expense, net of capitalized interest	(59,604		)	(21,907		)	(5,166		)	843			(85,834		)
Loss on early exchange of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(11,487		)	(2,722		)	—			14,209			—
Other income, net	102			853			991			(843		)	1,103
Net income (loss)	23,165			(6,345		)	(10,485		)	14,209			20,544
Loss attributable to non-controlling interests	—			—			—			2,621			2,621
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	23,165		$	(6,345	)	$	(10,485	)	$	16,830		$	23,165

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	For the Six Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	546,846		$	156,186		$	—		$	(2	)	$	703,030
Operating costs and expenses:
Gaming and other operations	324,488			112,913			—			(2		)	437,399
Advertising, general and administrative	88,934			15,938			1,586			—			106,458
Depreciation and amortization	33,951			8,433			—			—			42,384
Loss on disposition of assets	18			271			—			—			289
Total operating costs and expenses	447,391			137,555			1,586			(2		)	586,530
Income (loss) from operations	99,455			18,631			(1,586		)	—			116,500
Accretion of discount to the relinquishment liability	(4,124		)	—			—			—			(4,124		)
Interest expense	(30,992		)	(29,405		)	(1,503		)	434			(61,466		)
Loss on early exchange of debt	(14,306		)	—			—			—			(14,306		)
Loss on interests in subsidiaries	(11,189		)	(877		)	—			12,066			—
Other income, net	250			462			1,401			(434		)	1,679
Net income (loss)	39,094			(11,189		)	(1,688		)	12,066			38,283
Loss attributable to non-controlling interests	—			—			—			811			811
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	39,094		$	(11,189	)	$	(1,688	)	$	12,877		$	39,094

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	For the Six Months Ended March 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	41,359		$	24,740		$	(5,111	)	$	—		$	60,988
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(10,703		)	(2,616		)	(8,956		)	—			(22,275		)
Decrease in restricted cash, net	—			63			10,619			—			10,682
Investments in unconsolidated affiliates	—			—			(4,932		)	—			(4,932		)
Other cash flows provided by (used in) investing activities	31,728			(9,011		)	(937		)	(22,500		)	(720		)
Net cash flows provided by (used in) investing activities	21,025			(11,564		)	(4,206		)	(22,500		)	(17,245		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000			—			—			—			3,000
Bank Credit Facility repayments - revolving loan	(3,000		)	—			—			—			(3,000		)
Bank Credit Facility repayments - term loan	(2,000		)	—			—			—			(2,000		)
Repayments to Mohegan Tribe	—			—			(4,974		)	—			(4,974		)
Repayments of other long-term debt	(15,775		)	—			(17		)	—			(15,792		)
Principal portion of relinquishment liability payments	(22,429		)	—			—			—			(22,429		)
Distributions to Mohegan Tribe	(20,000		)	—			—			—			(20,000		)
Payments of financing fees	(3,041		)	—			(200		)	—			(3,241		)
Other cash flows provided by (used in) financing activities	(26,555		)	(13,489		)	15,243			22,500			(2,301		)
Net cash flows provided by (used in) financing activities	(89,800		)	(13,489		)	10,052			22,500			(70,737		)
Net increase (decrease) in cash and cash equivalents	(27,416		)	(313		)	735			—			(26,994		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	64,420		$	21,444		$	1,226		$	—		$	87,090

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	For the Six Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	56,882		$	30,484		$	(1,148	)	$	—		$	86,218
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(25,063		)	(4,718		)	—			—			(29,781		)
Other cash flows provided by (used in) investing activities	21,359			4,617			(275		)	(25,650		)	51
Net cash flows used in investing activities	(3,704		)	(101		)	(275		)	(25,650		)	(29,730		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	154,000			—			—			—			154,000
Bank Credit Facility repayments - revolving loan	(289,000		)	—			—			—			(289,000		)
Bank Credit Facility repayments - term loan	(1,000		)	—			—			—			(1,000		)
Term Loan Facility borrowings, net of discount	220,500			—			—			—			220,500
Line of Credit borrowings	225,215			—			—			—			225,215
Line of Credit repayments	(225,215		)	—			—			—			(225,215		)
Borrowings from Mohegan Tribe	—			—			20,600			—			20,600
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			—			(15,250		)	—			(15,250		)
Principal portion of relinquishment liability payments	(23,136		)	—			—			—			(23,136		)
Distributions to Mohegan Tribe	(27,950		)	—			—			—			(27,950		)
Payments of financing fees	(48,830		)	—			—			—			(48,830		)
Other cash flows provided by (used in) financing activities	8,273			(30,085		)	(3,907		)	25,650			(69		)
Net cash flows provided by (used in) financing activities	(7,143		)	(30,085		)	1,443			25,650			(10,135		)
Net increase (decrease) in cash and cash equivalents	46,035			298			20			—			46,353
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	135,053		$	23,229		$	245		$	—		$	158,527

___________


(1)	Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.