SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of June 30, 2014, 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, 2014 and September 30, 2013 and for the three months and nine months ended June 30, 2014 and 2013 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	June 30, 2014
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	56,213	$	11,897	$	3,548		$	—		$	71,658
Restricted cash	62		637		—			—			699
Receivables, net	25,711		4,383		975			(605		)	30,464
Inventories	14,270		1,433		—			—			15,703
Other current assets	16,873		1,346		1,815			—			20,034
Total current assets	113,129		19,696		6,338			(605		)	138,558
Non-current assets:
Property and equipment, net	1,159,324		224,567		59,482			—			1,443,373
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,423		284,788		—			—			405,211
Other assets, net	30,770		3,961		47,342			(6,194		)	75,879
Intercompany receivables	252,258		61,544		—			(313,802		)	—
Investment in subsidiaries	305,468		—		—			(305,468		)	—
Total assets	$	1,981,372	$	634,015	$	113,162		$	(626,069	)	$	2,102,480
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	46,226	$	—	$	428		$	—		$	46,654
Current portion of relinquishment liability	44,819		—		—			—			44,819
Due to Mohegan Tribe	784		—		1,381			—			2,165
Current portion of capital leases	1,185		50		—			(50		)	1,185
Trade payables	15,189		2,995		19			—			18,203
Construction payables	4,069		501		1,796			—			6,366
Accrued interest payable	27,730		—		3,275			—			31,005
Other current liabilities	95,514		33,128		5,557			(555		)	133,644
Total current liabilities	235,516		36,674		12,456			(605		)	284,041
Non-current liabilities:
Long-term debt, net of current portion	1,617,478		—		45,000			—			1,662,478
Relinquishment liability, net of current portion	—		—		—			—			—
Due to Mohegan Tribe, net of current portion	—		—		24,796			—			24,796
Capital leases, net of current portion	2,546		5,990		—			(5,990		)	2,546
Other long-term liabilities	2,516		—		3,375			—			5,891
Intercompany payables	—		249,462		64,340			(313,802		)	—
Accumulated losses in excess of investment in subsidiaries	—		24,271		—			(24,271		)	—
Total liabilities	1,858,056		316,397		149,967			(344,668		)	1,979,752
Capital:
Retained earnings	123,316		317,618		(36,805		)	(281,129		)	123,000
Mohegan Tribal Gaming Authority capital	123,316		317,618		(36,805		)	(281,129		)	123,000
Non-controlling interests	—		—		—			(272		)	(272		)
Total capital	123,316		317,618		(36,805		)	(281,401		)	122,728
Total liabilities and capital	$	1,981,372	$	634,015	$	113,162		$	(626,069	)	$	2,102,480

___________

(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 June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,600		$	71,201		$	—		$	—		$	284,801
Food and beverage	15,512			7,761			—			—			23,273
Hotel	10,855			1,305			—			—			12,160
Retail, entertainment and other	24,888			6,359			1,568			(1,273		)	31,542
Gross revenues	264,855			86,626			1,568			(1,273		)	351,776
Less-Promotional allowances	(18,959		)	(5,500		)	(6		)	(975		)	(25,440		)
Net revenues	245,896			81,126			1,562			(2,248		)	326,336
Operating costs and expenses:
Gaming	120,236			51,297			—			—			171,533
Food and beverage	7,921			2,438			—			—			10,359
Hotel	3,809			1,354			—			(1,213		)	3,950
Retail, entertainment and other	11,961			2,309			—			(952		)	13,318
Advertising, general and administrative	39,261			9,709			5,703			(5,744		)	48,929
Corporate	3,598			—			—			5,661			9,259
Depreciation and amortization	16,397			3,420			253			—			20,070
(Gain) loss on disposition of assets	(66		)	2			—			—			(64		)
Total operating costs and expenses	203,117			70,529			5,956			(2,248		)	277,354
Income (loss) from operations	42,779			10,597			(4,394		)	—			48,982
Other income (expense):
Accretion of discount to the relinquishment liability	(552		)	—			—			—			(552		)
Interest income	20			1,300			1,763			(1,382		)	1,701
Interest expense, net of capitalized interest	(23,953		)	(10,392		)	(3,463		)	1,382			(36,426		)
Loss on early extinguishment of debt	(2		)	—			—			—			(2		)
Loss on interests in subsidiaries	(4,426		)	(5,022		)	—			9,448			—
Other income, net	26			—			33			—			59
Total other expense	(28,887		)	(14,114		)	(1,667		)	9,448			(35,220		)
Net income (loss)	13,892			(3,517		)	(6,061		)	9,448			13,762
Loss attributable to non-controlling interests	—			—			—			130			130
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	13,892		$	(3,517	)	$	(6,061	)	$	9,578		$	13,892

___________


(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, 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 Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	632,604		$	205,350		$	—		$	—		$	837,954
Food and beverage	46,881			21,724			—			—			68,605
Hotel	31,870			2,893			—			—			34,763
Retail, entertainment and other	75,835			10,484			3,824			(3,078		)	87,065
Gross revenues	787,190			240,451			3,824			(3,078		)	1,028,387
Less-Promotional allowances	(56,186		)	(15,367		)	(15		)	(977		)	(72,545		)
Net revenues	731,004			225,084			3,809			(4,055		)	955,842
Operating costs and expenses:
Gaming	364,858			148,716			—			—			513,574
Food and beverage	24,660			6,547			—			—			31,207
Hotel	11,435			3,207			—			(2,898		)	11,744
Retail, entertainment and other	34,149			4,251			—			(954		)	37,446
Advertising, general and administrative	117,579			26,240			19,604			(19,683		)	143,740
Corporate	10,071			—			—			19,480			29,551
Depreciation and amortization	49,091			10,318			658			—			60,067
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
Pre-opening	—			1,187			—			—			1,187
Total operating costs and expenses	611,828			200,469			20,262			(4,055		)	828,504
Income (loss) from operations	119,176			24,615			(16,453		)	—			127,338
Other income (expense):
Accretion of discount to the relinquishment liability	(1,654		)	—			—			—			(1,654		)
Interest income	65			3,397			5,100			(3,615		)	4,947
Interest expense, net of capitalized interest	(73,242		)	(32,597		)	(9,468		)	3,615			(111,692		)
Loss on early extinguishment of debt	(62,277		)	—			—			—			(62,277		)
Loss on interests in subsidiaries	(25,945		)	(17,439		)	—			43,384			—
Other income (expense), net	141			—			(960		)	—			(819		)
Total other expense	(162,912		)	(46,639		)	(5,328		)	43,384			(171,495		)
Net loss	(43,736		)	(22,024		)	(21,781		)	43,384			(44,157		)
Loss attributable to non-controlling interests	—			—			—			421			421
Net loss attributable to Mohegan Tribal Gaming Authority	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,805		$	(43,736	)

___________


(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, 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 extinguishment 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.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	For the Nine Months Ended June 30, 2014
	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 loss	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,384		$	(44,157	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	49,091			10,318			658			—			60,067
Accretion of discount to the relinquishment liability	1,654			—			—			—			1,654
Cash paid for accretion of discount to the relinquishment liability	(2,071		)	—			—			—			(2,071		)
Loss on early extinguishment of debt	58,481			—			—			—			58,481
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	5,925			—			239			—			6,164
Provision for losses on receivables	877			183			1,893			—			2,953
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
(Gain) loss from unconsolidated affiliates	(154		)	—			948			—			794
Changes in operating assets and liabilities:
Increase in receivables	(3,409		)	(1,849		)	(688		)	557			(5,389		)
Increase in inventories	(1,342		)	(371		)	—			—			(1,713		)
(Increase) decrease in other assets	992			(229		)	(5,387		)	(36		)	(4,660		)
Increase in trade payables	6,288			1,382			1			—			7,671
Increase (decrease) in accrued interest	9,114			—			(1,405		)	—			7,709
Increase in other liabilities	1,231			2,562			5,749			(555		)	8,987
Intercompany transactions	(6,466		)	46,421			3,423			(43,378		)	—
Net cash flows provided by (used in) operating activities	28,305			36,396			(16,350		)	(28		)	48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of change in construction payables	(14,680		)	(3,382		)	(10,839		)	—			(28,901		)
Issuance of third-party loans and advances	—			—			(1,392		)	—			(1,392		)
Payments received on third-party loans	606			—			—			—			606
Decrease in restricted cash, net	44			2,063			12,043			—			14,150
Proceeds from asset sales	105			—			—			—			105
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Intercompany transactions	19,812			(21,079		)	—			1,267			—
Net cash flows provided by (used in) investing activities	5,887			(22,398		)	(217		)	1,267			(15,461		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments, net of discount	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	193,000			—			—			—			193,000
Senior Secured Credit Facility repayments - Revolving	(173,000		)	—			—			—			(173,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(1,563		)	—			—			—			(1,563		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)
Line of Credit borrowings	258,415			—			—			—			258,415
Line of Credit repayments	(258,415		)	—			—			—			(258,415		)
Repayments to Mohegan Tribe	—			—			(2,750		)	—			(2,750		)
Repayments of other long-term debt	(191,049		)	—			(39		)	—			(191,088		)
Principal portion of relinquishment liability payments	(29,129		)	—			—			—			(29,129		)



Distributions to Mohegan Tribe	(32,500		)	—			—		—			(32,500		)
Payments of financing fees	(12,631		)	—			—		—			(12,631		)
Payments on capital lease obligations	(1,709		)	(28		)	—		28			(1,709		)
Intercompany transactions	—			(20,728		)	21,995		(1,267		)	—
Net cash flows provided by (used in) financing activities	(22,039		)	(20,756		)	19,206		(1,239		)	(24,828		)
Net increase (decrease) in cash and cash equivalents	12,153			(6,758		)	2,639		—			8,034
Cash and cash equivalents at beginning of period	44,060			18,655			909		—			63,624
Cash and cash equivalents at end of period	$	56,213		$	11,897		$	3,548	$	—		$	71,658

___________


(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, 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, net of change in construction payables	(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:
Prior Bank Credit Facility borrowings - Revolving	3,000			—			—			—			3,000
Prior Bank Credit Facility repayments - Revolving	(3,000		)	—			—			—			(3,000		)
Prior Bank Credit Facility repayments - Term	(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.