SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of June 30, 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 June 30, 2013 and September 30, 2012 and for the three months and nine months ended June 30, 2013 and 2012 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	June 30, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,199,479	$	226,953	$	46,648		$	—		$	1,473,080
Intercompany receivables	234,313		29,162		—			(263,475		)	—
Investment in subsidiaries	333,939		153		—			(334,092		)	—
Other intangible assets, net	120,537		285,084		—			—			405,621
Other assets, net	159,724		71,029		65,240			(210		)	295,783
Total assets	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484
LIABILITIES AND CAPITAL
Current liabilities	$	209,493	$	34,246	$	14,124		$	—		$	257,863
Due to Mohegan Tribe	—		—		31,408			—			31,408
Long-term debt and capital leases, net of current portions	1,603,573		—		45,428			—			1,649,001
Relinquishment liability, net of current portion	22,228		—		—			—			22,228
Intercompany payables	—		232,765		30,710			(263,475		)	—
Accumulated losses in excess of investment in subsidiaries	—		4,066		—			(4,066		)	—
Other long-term liabilities	2,800		—		1,646			—			4,446
Total liabilities	1,838,094		271,077		123,316			(267,541		)	1,964,946
Mohegan Tribal Gaming Authority capital	209,898		341,304		(11,428		)	(330,402		)	209,372
Non-controlling interests	—		—		—			166			166
Total liabilities and capital	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484

___________

(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 June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	264,735		$	79,871		$	382		$	(743	)	$	344,245
Operating costs and expenses:
Gaming and other operations	150,691			55,361			—			(683		)	205,369
Advertising, general and administrative	42,646			8,853			2,532			(60		)	53,971
Depreciation and amortization	16,958			3,392			—			—			20,350
Loss on disposition of assets	126			18			—			—			144
Severance	—			51			—			—			51
Pre-opening	—			173			—			—			173
Total operating costs and expenses	210,421			67,848			2,532			(743		)	280,058
Income (loss) from operations	54,314			12,023			(2,150		)	—			64,187
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(29,338		)	(11,092		)	(2,579		)	630			(42,379		)
Loss on interests in subsidiaries	(1,462		)	(1,747		)	—			3,209			—
Other income, net	26			683			1,507			(630		)	1,586
Net income (loss)	22,297			(133		)	(3,222		)	3,209			22,151
Loss attributable to non-controlling interests	—			—			—			146			146
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	22,297		$	(133	)	$	(3,222	)	$	3,355		$	22,297

___________


(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 June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	263,090		$	82,271		$	—		$	(925	)	$	344,436
Operating costs and expenses:
Gaming and other operations	160,866			58,554			—			(925		)	218,495
Advertising, general and administrative	43,189			8,823			1,369			—			53,381
Depreciation and amortization	17,384			4,309			—			—			21,693
Loss on disposition of assets	18			13			—			—			31
Total operating costs and expenses	221,457			71,699			1,369			(925		)	293,600
Income (loss) from operations	41,633			10,572			(1,369		)	—			50,836
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(20,775		)	(19,974		)	(977		)	145			(41,581		)
Loss on early exchange of debt	(17		)	—			—			—			(17		)
Loss on interests in subsidiaries	(9,451		)	(226		)	—			9,677			—
Other income, net	33			177			1,784			(145		)	1,849
Net income (loss)	9,361			(9,451		)	(562		)	9,677			9,025
Loss attributable to non-controlling interests	—			—			—			336			336
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,361		$	(9,451	)	$	(562	)	$	10,013		$	9,361

___________


(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 Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	770,316		$	224,324		$	1,163		$	(1,108	)	$	994,695
Operating costs and expenses:
Gaming and other operations	439,040			160,320			—			(928		)	598,432
Advertising, general and administrative	129,361			24,091			9,623			(180		)	162,895
Depreciation and amortization	50,444			10,021			—			—			60,465
Loss on disposition of assets	259			18			—			—			277
Severance	(146		)	175			—			—			29
Pre-opening	—			245			—			—			245
Total operating costs and expenses	618,958			194,870			9,623			(1,108		)	822,343
Income (loss) from operations	151,358			29,454			(8,460		)	—			172,352
Accretion of discount to the relinquishment liability	(3,730		)	—			—			—			(3,730		)
Interest expense, net of capitalized interest	(88,942		)	(32,999		)	(7,745		)	1,473			(128,213		)
Loss on early exchange of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(12,949		)	(4,469		)	—			17,418			—
Other income, net	128			1,536			2,498			(1,473		)	2,689
Net income (loss)	45,462			(6,478		)	(13,707		)	17,418			42,695
Loss attributable to non-controlling interests	—			—			—			2,767			2,767
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	45,462		$	(6,478	)	$	(13,707	)	$	20,185		$	45,462

___________


(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 Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	809,936		$	238,457		$	—		$	(927	)	$	1,047,466
Operating costs and expenses:
Gaming and other operations	485,354			171,467			—			(927		)	655,894
Advertising, general and administrative	132,123			24,761			2,955			—			159,839
Depreciation and amortization	51,335			12,742			—			—			64,077
Loss on disposition of assets	36			284			—			—			320
Total operating costs and expenses	668,848			209,254			2,955			(927		)	880,130
Income (loss) from operations	141,088			29,203			(2,955		)	—			167,336
Accretion of discount to the relinquishment liability	(6,186		)	—			—			—			(6,186		)
Interest expense	(51,767		)	(49,379		)	(2,480		)	579			(103,047		)
Loss on early exchange of debt	(14,323		)	—			—			—			(14,323		)
Loss on interests in subsidiaries	(20,640		)	(1,103		)	—			21,743			—
Other income, net	283			639			3,185			(579		)	3,528
Net income (loss)	48,455			(20,640		)	(2,250		)	21,743			47,308
Loss attributable to non-controlling interests	—			—			—			1,147			1,147
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	48,455		$	(20,640	)	$	(2,250	)	$	22,890		$	48,455

___________


(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 Nine Months Ended June 30, 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	$	56,345		$	38,754		$	(9,490	)	$	—		$	85,609
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(19,298		)	(3,570		)	(16,317		)	—			(39,185		)
Decrease in restricted cash, net	—			2,727			18,942			—			21,669
Investments in unconsolidated affiliates	—			—			(4,965		)	—			(4,965		)
Other cash flows provided by (used in) investing activities	53,662			(15,257		)	(1,655		)	(38,131		)	(1,381		)
Net cash flows provided by (used in) investing activities	34,364			(16,100		)	(3,995		)	(38,131		)	(23,862		)
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	(3,000		)	—			—			—			(3,000		)
Repayments to Mohegan Tribe	—			—			(7,462		)	—			(7,462		)
Repayments of other long-term debt	(15,775		)	—			(23		)	—			(15,798		)
Principal portion of relinquishment liability payments	(27,951		)	—			—			—			(27,951		)
Distributions to Mohegan Tribe	(35,000		)	—			—			—			(35,000		)
Payments of financing fees	(3,291		)	—			(200		)	—			(3,491		)
Other cash flows provided by (used in) financing activities	(39,371		)	(22,866		)	21,268			38,131			(2,838		)
Net cash flows provided by (used in) financing activities	(124,388		)	(22,866		)	13,583			38,131			(95,540		)
Net increase (decrease) in cash and cash equivalents	(33,679		)	(212		)	98			—			(33,793		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	58,157		$	21,545		$	589		$	—		$	80,291

___________


(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 Nine Months Ended June 30, 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	$	103,561		$	43,100		$	(2,370	)	$	—		$	144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(34,536		)	(6,102		)	—			—			(40,638		)
Other cash flows provided by (used in) investing activities	34,702			5,182			(562		)	(37,384		)	1,938
Net cash flows provided by (used in) investing activities	166			(920		)	(562		)	(37,384		)	(38,700		)
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	(2,000		)	—			—			—			(2,000		)
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
Repayments of other long-term debt	(66,454		)	—			—			—			(66,454		)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			—			(15,250		)	—			(15,250		)
Principal portion of relinquishment liability payments	(28,756		)	—			—			—			(28,756		)
Distributions to Mohegan Tribe	(40,450		)	—			—			—			(40,450		)
Payments of financing fees	(50,178		)	—			—			—			(50,178		)
Other cash flows provided by (used in) financing activities	5,495			(40,754		)	(2,372		)	37,384			(247		)
Net cash flows provided by (used in) financing activities	(96,843		)	(40,754		)	2,978			37,384			(97,235		)
Net increase in cash and cash equivalents	6,884			1,426			46			—			8,356
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	95,902		$	24,357		$	271		$	—		$	120,530

___________


(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.