SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of December 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 December 31, 2013 and September 30, 2013 and for the three months ended December 31, 2013 and 2012 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	December 31, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	52,186	$	21,331	$	2,085		$	—		$	75,602
Restricted cash	183		529		4,239			—			4,951
Receivables, net	20,123		2,286		394			(207		)	22,596
Inventories	13,728		1,454		—			—			15,182
Other current assets	18,683		1,390		1,072			—			21,145
Total current assets	104,903		26,990		7,790			(207		)	139,476
Non-current assets:
Property and equipment, net	1,183,134		$	229,572	$	60,001		$	—		$	1,472,707
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,481		284,935		—			—			405,416
Other assets, net	33,272		3,902		45,332			(6,707		)	75,799
Intercompany receivables	248,257		45,004		357			(293,618		)	—
Investment in subsidiaries	320,770		—		—			(320,770		)	—
Total assets	$	2,010,817	$	629,862	$	113,480		$	(621,302	)	$	2,132,857
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	44,359	$	—	$	460		$	—		$	44,819
Current portion of relinquishment liability	68,261		—		—			—			68,261
Due to Mohegan Tribe	1,959		—		5,625			—			7,584
Current portion of capital leases	1,939		70		—			(70		)	1,939
Trade payables	11,792		2,406		1,064			—			15,262
Construction payables	2,484		213		5,948			—			8,645
Accrued interest payable	29,063		—		3,571			—			32,634
Other current liabilities	94,619		31,249		2,723			(137		)	128,454
Total current liabilities	254,476		33,938		19,391			(207		)	307,598
Non-current liabilities:
Long-term debt, net of current portion	1,628,127		—		45,000			—			1,673,127
Relinquishment liability, net of current portion	—		—		—			—			—
Due to Mohegan Tribe, net of current portion	—		—		21,920			—			21,920
Capital leases, net of current portion	2,943		6,498		—			(6,498		)	2,943
Other long-term liabilities	2,764		—		2,510			—			5,274
Intercompany payables	—		246,751		46,867			(293,618		)	—
Accumulated losses in excess of investment in subsidiaries	—		12,139		—			(12,139		)	—
Total liabilities	1,888,310		299,326		135,688			(312,462		)	2,010,862
Capital:
Retained earnings	122,507		330,536		(22,208		)	(308,853		)	121,982
Mohegan Tribal Gaming Authority capital	122,507		330,536		(22,208		)	(308,853		)	121,982
Non-controlling interests	—		—		—			13			13
Total capital	122,507		330,536		(22,208		)	(308,840		)	121,995
Total liabilities and capital	$	2,010,817	$	629,862	$	113,480		$	(621,302	)	$	2,132,857

___________

(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, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	44,060	$	18,655	$	909		$	—		$	63,624
Restricted cash	—		1,714		12,043			—			13,757
Receivables, net	23,186		2,717		239			—			26,142
Inventories	12,928		1,062		—			—			13,990
Other current assets	18,125		1,197		1,196			—			20,518
Total current assets	98,299		25,345		14,387			—			138,031
Non-current assets:
Property and equipment, net	1,193,676		$	225,263	$	57,236		$	—		$	1,476,175
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,508		285,010		—			—			405,518
Other assets, net	35,159		3,891		38,127			(210		)	76,967
Intercompany receivables	238,545		37,149		—			(275,694		)	—
Investment in subsidiaries	332,737		—		—			(332,737		)	—
Total assets	$	2,018,924	$	616,117	$	109,750		$	(608,641	)	$	2,136,150
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	25,156	$	—	$	63		$	—		$	25,219
Current portion of relinquishment liability	62,947		—		—			—			62,947
Due to Mohegan Tribe	808		—		5,500			—			6,308
Current portion of capital leases	2,302		—		—			—			2,302
Trade payables	8,901		1,613		17			—			10,531
Construction payables	6,790		558		3,663			—			11,011
Accrued interest payable	18,616		—		4,680			—			23,296
Other current liabilities	93,377		29,580		1,025			—			123,982
Total current liabilities	218,897		31,751		14,948			—			265,596
Non-current liabilities:
Long-term debt, net of current portion	1,582,768		—		45,405			—			1,628,173
Relinquishment liability, net of current portion	11,418		—		—			—			11,418
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	3,138		—		—			—			3,138
Other long-term liabilities	2,941		—		2,079			—			5,020
Intercompany payables	—		236,772		38,922			(275,694		)	—
Accumulated losses in excess of investment in subsidiaries	—		6,832		—			(6,832		)	—
Total liabilities	1,819,162		275,355		124,774			(282,526		)	1,936,765
Capital:
Retained earnings	199,762		340,762		(15,024		)	(326,264		)	199,236
Mohegan Tribal Gaming Authority capital	199,762		340,762		(15,024		)	(326,264		)	199,236
Non-controlling interests	—		—		—			149			149
Total capital	199,762		340,762		(15,024		)	(326,115		)	199,385
Total liabilities and capital	$	2,018,924	$	616,117	$	109,750		$	(608,641	)	$	2,136,150

___________

(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 (LOSS)



	For the Three Months Ended December 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	208,474		$	66,279		$	—		$	—		$	274,753
Food and beverage	15,924			6,795			—			—			22,719
Hotel	10,251			441			—			—			10,692
Retail, entertainment and other	27,259			2,026			752			(532		)	29,505
Gross revenues	261,908			75,541			752			(532		)	337,669
Less-Promotional allowances	(20,267		)	(4,575		)	(3		)	(1		)	(24,846		)
Net revenues	241,641			70,966			749			(533		)	312,823
Operating costs and expenses:
Gaming	128,116			48,186			—			—			176,302
Food and beverage	8,004			2,095			—			—			10,099
Hotel	3,657			535			—			(472		)	3,720
Retail, entertainment and other	11,932			845			—			(1		)	12,776
Advertising, general and administrative	38,503			8,458			6,045			(6,064		)	46,942
Corporate	3,428			—			—			6,004			9,432
Depreciation and amortization	15,532			3,421			165			—			19,118
Gain on disposition of assets	(1		)	—			—			—			(1		)
Pre-opening	—			1,162			—			—			1,162
Total operating costs and expenses	209,171			64,702			6,210			(533		)	279,550
Income (loss) from operations	32,470			6,264			(5,461		)	—			33,273
Other income (expense):
Accretion of discount to the relinquishment liability	(551		)	—			—			—			(551		)
Interest income	25			984			1,649			(1,014		)	1,644
Interest expense, net of capitalized interest	(25,997		)	(11,317		)	(2,670		)	1,015			(38,969		)
Loss on early extinguishment of debt	(62,083		)	—			—			—			(62,083		)
Loss on interests in subsidiaries	(11,117		)	(5,307		)	—			16,424			—
Other expense, net	(2		)	—			(702		)	—			(704		)
Total other expense	(99,725		)	(15,640		)	(1,723		)	16,425			(100,663		)
Net income (loss)	(67,255		)	(9,376		)	(7,184		)	16,425			(67,390		)
Loss attributable to non-controlling interests	—			—			—			136			136
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(67,255	)	$	(9,376	)	$	(7,184	)	$	16,561		$	(67,254	)

___________


(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 December 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	252,750		$	71,956		$	353		$	(304	)	$	324,755
Operating costs and expenses:
Gaming and other operations	147,613			52,752			—			(244		)	200,121
Advertising, general and administrative	42,183			7,551			2,643			(60		)	52,317
Depreciation and amortization	16,855			3,309			—			—			20,164
Loss on disposition of assets	133			—			—			—			133
Severance	(179		)	—			—			—			(179		)
Total operating costs and expenses	206,605			63,612			2,643			(304		)	272,556
Income (loss) from operations	46,145			8,344			(2,290		)	—			52,199
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(30,115		)	(10,864		)	(2,661		)	366			(43,274		)
Loss on interests in subsidiaries	(5,750		)	(879		)	—			6,629			—
Other income, net	63			370			437			(366		)	504
Net income (loss)	9,100			(3,029		)	(4,514		)	6,629			8,186
Loss attributable to non-controlling interests	—			—			—			914			914
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,100		$	(3,029	)	$	(4,514	)	$	7,543		$	9,100

___________


(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 CASH FLOWS



	For the Three Months Ended December 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net income (loss)	$	(67,255	)	$	(9,376	)	$	(7,184	)	$	16,425		$	(67,390	)
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	15,532			3,421			165			—			19,118
Accretion of discount to the relinquishment liability	551			—			—			—			551
Cash paid for accretion of discount to the relinquishment liability	(621		)	—			—			—			(621		)
Loss on early extinguishment of debt	58,287			—			—			—			58,287
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	2,246			—			80			—			2,326
Provision for losses on receivables	171			(3		)	634			—			802
Gain on disposition of assets	(1		)	—			—			—			(1		)
Loss from unconsolidated affiliates	2			—			694			—			696
Changes in operating assets and liabilities:
(Increase) decrease in receivables	2,890			434			(79		)	131			3,376
Increase in inventories	(800		)	(392		)	—			—			(1,192		)
Increase in other assets	(1,158		)	(207		)	(1,485		)	(1		)	(2,851		)
Increase in trade payables	2,891			793			1,055			—			4,739
Increase (decrease) in accrued interest	10,447			—			(1,109		)	—			9,338
Increase in other liabilities	3,248			3,136			2,026			(137		)	8,273
Intercompany transactions	(204		)	15,614			1,014			(16,424		)	—
Net cash flows provided by (used in) operating activities	(21,929		)	13,420			(4,189		)	(6		)	(12,704		)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of change in construction payables	(6,526		)	(1,423		)	(7,219		)	—			(15,168		)
Issuance of third-party loans and advances	—			—			(382		)	—			(382		)
Payments received on third-party loans	532			—			—			—			532
(Increase) decrease in restricted cash, net	(4		)	(282		)	7,804			—			7,518
Proceeds from asset sales	5			—			—			—			5
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Intercompany transactions	2,459			(6,885		)	—			4,426			—
Net cash flows provided by (used in) investing activities	(3,534		)	(8,590		)	174			4,426			(7,524		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	56,000			—			—			—			56,000
Senior Secured Credit Facility repayments - Revolving	(42,000		)	—			—			—			(42,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Line of Credit borrowings	78,794			—			—			—			78,794
Line of Credit repayments	(69,441		)	—			—			—			(69,441		)
Repayments to Mohegan Tribe	—			—			(1,375		)	—			(1,375		)
Repayments of other long-term debt	(190,927		)	—			(8		)	—			(190,935		)
Principal portion of relinquishment liability payments	(6,034		)	—			—			—			(6,034		)
Distributions to Mohegan Tribe	(10,000		)	—			—			—			(10,000		)
Payments of financing fees	(12,437		)	—			—			—			(12,437		)



Payments on capital lease obligations	(558		)	(6		)	—		6			(558		)
Intercompany transactions	—			(2,148		)	6,574		(4,426		)	—
Net cash flows provided by (used in) financing activities	33,589			(2,154		)	5,191		(4,420		)	32,206
Net increase in cash and cash equivalents	8,126			2,676			1,176		—			11,978
Cash and cash equivalents at beginning of period	44,060			18,655			909		—			63,624
Cash and cash equivalents at end of period	$	52,186		$	21,331		$	2,085	$	—		$	75,602

___________


(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 December 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	$	(2,506	)	$	14,880		$	(2,960	)	$	—		$	9,414
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(5,763		)	(1,490		)	(3,119		)	—			(10,372		)
(Increase) decrease in restricted cash, net	—			(341		)	4,317			—			3,976
Investments in unconsolidated affiliates	—			—			(4,927		)	—			(4,927		)
Other cash flows provided by (used in) investing activities	19,407			(4,425		)	(661		)	(14,830		)	(509		)
Net cash flows provided by (used in) investing activities	13,644			(6,256		)	(4,390		)	(14,830		)	(11,832		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(1,000		)	—			—			—			(1,000		)
Repayments to Mohegan Tribe	—			—			(2,487		)	—			(2,487		)
Principal portion of relinquishment liability payments	(5,622		)	—			—			—			(5,622		)
Distributions to Mohegan Tribe	(10,000		)	—			—			—			(10,000		)
Payments of financing fees	(2,525		)	—			(196		)	—			(2,721		)
Other cash flows provided by (used in) financing activities	(16,034		)	(10,405		)	9,947			14,830			(1,662		)
Net cash flows provided by (used in) financing activities	(35,181		)	(10,405		)	7,264			14,830			(23,492		)
Net decrease in cash and cash equivalents	(24,043		)	(1,781		)	(86		)	—			(25,910		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	67,793		$	19,976		$	405		$	—		$	88,174

___________


(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.