SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of September 30, 2016, 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 Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono 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 14 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 September 30, 2016 and 2015 and for the fiscal years ended September 30, 2016, 2015 and 2014 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	September 30, 2016
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	60,103	$	21,178	$	2,462		$	—		$	83,743
Restricted cash	—		1,232		—			—			1,232
Receivables, net	29,954		4,324		10,991			(2,486		)	42,783
Inventories	14,226		1,086		—			—			15,312
Other current assets	18,952		3,441		16			—			22,409
Total current assets	123,235		31,261		13,469			(2,486		)	165,479
Non-current assets:
Restricted cash	16		—		205,817			—			205,833
Property and equipment, net	1,078,616		209,571		38,357			—			1,326,544
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,167		284,122		—			—			404,289
Other assets, net	10,285		31,175		75,570			(30,672		)	86,358
Inter-company receivables	325,953		108,249		—			(434,202		)	—
Investment in subsidiaries	390,618		—		—			(390,618		)	—
Total assets	$	2,048,890	$	703,837	$	333,213		$	(857,978	)	$	2,227,962
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	21,034	$	—	$	3,225		$	—		$	24,259
Due to Mohegan Tribe	—		—		5,500			—			5,500
Current portion of capital leases	856		53		—			(53		)	856
Trade payables	11,096		2,571		23			—			13,690
Construction payables	6,733		1,729		—			—			8,462
Accrued interest payable	5,436		—		76			—			5,512
Other current liabilities	116,457		32,673		2,664			(2,433		)	149,361
Total current liabilities	161,612		37,026		11,488			(2,486		)	207,640
Non-current liabilities:
Long-term debt, net of current portion	1,630,492		—		17,496			—			1,647,988
Due to Mohegan Tribe, net of current portion	—		—		7,420			—			7,420
Capital leases, net of current portion	665		5,717		—			(5,717		)	665
Other long-term liabilities	1,597		—		24,776			(24,776		)	1,597
Inter-company payables	—		259,722		174,480			(434,202		)	—
Accumulated losses in excess of investment in subsidiaries	—		42,477		—			(42,477		)	—
Total liabilities	1,794,366		344,942		235,660			(509,658		)	1,865,310
Capital:
Retained earnings	249,418		358,895		(14,302		)	(344,909		)	249,102
Accumulated other comprehensive income	5,106		—		5,106			(5,106		)	5,106
Mohegan Tribal Gaming Authority total capital	254,524		358,895		(9,196		)	(350,015		)	254,208
Non-controlling interests	—		—		106,749			1,695			108,444
Total capital	254,524		358,895		97,553			(348,320		)	362,652
Total liabilities and capital	$	2,048,890	$	703,837	$	333,213		$	(857,978	)	$	2,227,962

___________

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

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



	September 30, 2015
	Authority		Total Guarantor Subsidiaries (1)		Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	42,093	$	22,167	$	1,494		$	—		$	65,754
Restricted cash	62		1,661		39			—			1,762
Receivables, net	29,134		3,585		22,871			(1,646		)	53,944
Inventories	14,401		1,145		—			—			15,546
Other current assets	15,569		2,928		33			—			18,530
Total current assets	101,259		31,486		24,437			(1,646		)	155,536
Non-current assets:
Property and equipment, net	1,098,588		214,778		38,689			—			1,352,055
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,281		284,418		2,019			—			406,718
Other assets, net	10,711		4,017		57,597			(5,960		)	66,365
Inter-company receivables	254,348		94,033		—			(348,381		)	—
Investment in subsidiaries	328,462		—		—			(328,462		)	—
Total assets	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	46,248	$	—	$	2,946		$	—		$	49,194
Due to Mohegan Tribe	—		—		6,000			—			6,000
Current portion of capital leases	824		48		—			(48		)	824
Trade payables	12,365		2,564		87			—			15,016
Construction payables	11,149		1,888		100			—			13,137
Accrued interest payable	5,461		—		6,594			—			12,055
Other current liabilities	108,911		29,699		4,268			(1,598		)	141,280
Total current liabilities	184,958		34,199		19,995			(1,646		)	237,506
Non-current liabilities:
Long-term debt, net of current portion	1,555,487		—		38,243			—			1,593,730
Due to Mohegan Tribe, net of current portion	—		—		17,420			—			17,420
Capital leases, net of current portion	1,521		5,770		—			(5,770		)	1,521
Other long-term liabilities	1,915		—		—			—			1,915
Inter-company payables	—		246,380		102,001			(348,381		)	—
Accumulated losses in excess of investment in subsidiaries	—		40,873		—			(40,873		)	—
Total liabilities	1,743,881		327,222		177,659			(396,670		)	1,852,092
Capital:
Retained earnings	169,768		340,969		(55,157		)	(286,128		)	169,452
Mohegan Tribal Gaming Authority total capital	169,768		340,969		(55,157		)	(286,128		)	169,452
Non-controlling interests	—		—		240			(1,651		)	(1,411		)
Total capital	169,768		340,969		(54,917		)	(287,779		)	168,041
Total liabilities and capital	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133

___________

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

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

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)



	For the Fiscal Year Ended September 30, 2016
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	891,250		$	275,636		$	—		$	—		$	1,166,886
Food and beverage	58,799			29,979			145			—			88,923
Hotel	46,584			5,977			—			—			52,561
Retail, entertainment and other	92,654			25,288			19,155			(14,080		)	123,017
Gross revenues	1,089,287			336,880			19,300			(14,080		)	1,431,387
Less-Promotional allowances	(72,569		)	(21,711		)	(8		)	(2,305		)	(96,593		)
Net revenues	1,016,718			315,169			19,292			(16,385		)	1,334,794
Operating costs and expenses:
Gaming	463,084			198,545			—			—			661,629
Food and beverage	32,405			8,032			—			—			40,437
Hotel	15,059			5,905			—			(4,946		)	16,018
Retail, entertainment and other	36,617			5,372			2,921			(2,302		)	42,608
Advertising, general and administrative	165,242			36,477			23,988			(25,260		)	200,447
Corporate	19,698			—			—			16,123			35,821
Depreciation and amortization	59,575			13,192			1,146			—			73,913
Loss on disposition of assets	167			13			—			—			180
Pre-opening	723			—			—			—			723
Impairment	—			—			1,875			—			1,875
Total operating costs and expenses	792,570			267,536			29,930			(16,385		)	1,073,651
Income (loss) from operations	224,148			47,633			(10,638		)	—			261,143
Other income (expense):
Interest income	65			9,433			9,759			(9,697		)	9,560
Interest expense, net of capitalized interest	(92,292		)	(39,326		)	(14,273		)	9,697			(136,194		)
Loss on modification and early extinguishment of debt	(277		)	—			(207		)	—			(484		)
Income (loss) on interests in subsidiaries	1,701			(1,604		)	—			(97		)	—
Loss from unconsolidated affiliates	(694		)	—			(245		)	—			(939		)
Other income (expense), net	(1		)	1,618			(1,626		)	—			(9		)
Total other expense	(91,498		)	(29,879		)	(6,592		)	(97		)	(128,066		)
Net income (loss)	132,650			17,754			(17,230		)	(97		)	133,077
(Income) loss attributable to non-controlling interests	—			—			2,919			(3,346		)	(427		)
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	132,650		$	17,754		$	(14,311	)	$	(3,443	)	$	132,650
Comprehensive income (loss):
Foreign currency translation	5,106			—			10,495			(5,106		)	10,495
Other comprehensive income	5,106			—			10,495			(5,106		)	10,495
Other comprehensive income attributable to non-controlling interests	—			—			(5,389		)	—			(5,389		)
Other comprehensive income attributable to Mohegan Tribal Gaming Authority	5,106			—			5,106			(5,106		)	5,106
Comprehensive income (loss) attributable to Mohegan Tribal Gaming Authority	$	137,756		$	17,754		$	(9,205	)	$	(8,549	)	$	137,756

___________


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


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



	For the Fiscal Year Ended September 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	861,919		$	271,801		$	—		$	—		$	1,133,720
Food and beverage	60,687			28,913			120			—			89,720
Hotel	44,836			5,660			—			—			50,496
Retail, entertainment and other	94,457			17,072			8,593			(5,092		)	115,030
Gross revenues	1,061,899			323,446			8,713			(5,092		)	1,388,966
Less-Promotional allowances	(74,994		)	(20,109		)	(14		)	(2,229		)	(97,346		)
Net revenues	986,905			303,337			8,699			(7,321		)	1,291,620
Operating costs and expenses:
Gaming	457,948			193,952			—			—			651,900
Food and beverage	32,964			8,590			—			—			41,554
Hotel	14,062			5,724			—			(4,852		)	14,934
Retail, entertainment and other	39,353			6,029			2,626			(2,229		)	45,779
Advertising, general and administrative	158,230			31,427			14,050			(14,783		)	188,924
Corporate	16,584			—			—			14,543			31,127
Depreciation and amortization	63,071			13,371			1,138			—			77,580
Loss on disposition of assets	1,007			11			—			—			1,018
Severance	3,244			126			—			—			3,370
Impairment	2,502			—			—			—			2,502
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Total operating costs and expenses	788,722			259,230			17,814			(7,321		)	1,058,445
Income (loss) from operations	198,183			44,107			(9,115		)	—			233,175
Other income (expense):
Accretion of discount to the relinquishment liability	(227		)	—			—			—			(227		)
Interest income	43			7,424			8,346			(7,830		)	7,983
Interest expense, net of capitalized interest	(95,485		)	(39,992		)	(16,229		)	7,830			(143,876		)
Loss on modification and early extinguishment of debt	(3,987		)	—			—			—			(3,987		)
Loss on interests in subsidiaries	(4,144		)	(9,193		)	—			13,337			—
Loss from unconsolidated affiliates	(31		)	—			(941		)	—			(972		)
Other income, net	42			—			1			—			43
Total other expense	(103,789		)	(41,761		)	(8,823		)	13,337			(141,036		)
Net income (loss)	94,394			2,346			(17,938		)	13,337			92,139
Loss attributable to non-controlling interests	—			—			835			1,420			2,255
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	2,346		$	(17,103	)	$	14,757		$	94,394

___________


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


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



	For the Fiscal Year Ended September 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	858,780		$	274,783		$	—		$	—		$	1,133,563
Food and beverage	62,273			29,382			—			—			91,655
Hotel	42,921			4,389			—			—			47,310
Retail, entertainment and other	101,506			16,515			5,464			(4,351		)	119,134
Gross revenues	1,065,480			325,069			5,464			(4,351		)	1,391,662
Less-Promotional allowances	(76,618		)	(20,567		)	(17		)	(1,742		)	(98,944		)
Net revenues	988,862			304,502			5,447			(6,093		)	1,292,718
Operating costs and expenses:
Gaming	488,293			198,728			—			—			687,021
Food and beverage	32,348			9,134			—			—			41,482
Hotel	15,287			4,631			—			(4,111		)	15,807
Retail, entertainment and other	45,876			6,780			—			(1,711		)	50,945
Advertising, general and administrative	155,668			35,075			27,927			(28,031		)	190,639
Corporate	13,276			—			—			27,760			41,036
Depreciation and amortization	65,406			13,814			906			—			80,126
(Gain) loss on disposition of assets	(12		)	3			—			—			(9		)
Pre-opening	—			1,187			—			—			1,187
Impairment	4,981			—			—			—			4,981
Relinquishment liability reassessment	(1,905		)	—			—			—			(1,905		)
Total operating costs and expenses	819,218			269,352			28,833			(6,093		)	1,111,310
Income (loss) from operations	169,644			35,150			(23,386		)	—			181,408
Other income (expense):
Accretion of discount to the relinquishment liability	(2,205		)	—			—			—			(2,205		)
Interest income	88			4,704			7,306			(5,032		)	7,066
Interest expense, net of capitalized interest	(97,380		)	(42,583		)	(13,002		)	5,032			(147,933		)
Loss on modification and early extinguishment of debt	(62,041		)	—			—			—			(62,041		)
Loss on interests in subsidiaries	(32,449		)	(24,848		)	—			57,297			—
Income (loss) from unconsolidated affiliates	178			—			(1,004		)	—			(826		)
Other expense, net	(13		)	—			(14		)	—			(27		)
Total other expense	(193,822		)	(62,727		)	(6,714		)	57,297			(205,966		)
Net loss	(24,178		)	(27,577		)	(30,100		)	57,297			(24,558		)
Loss attributable to non-controlling interests	—			—			—			380			380
Net loss attributable to Mohegan Tribal Gaming Authority	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,677		$	(24,178	)

___________


(1)	Includes the Pocono 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 Fiscal Year Ended September 30, 2016
	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)	$	132,650		$	17,754		$	(17,230	)	$	(97	)	$	133,077
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	59,575			13,192			1,146			—			73,913
Loss on early extinguishment of debt	—			—			207			—			207
Payments of discounts	(2,760		)	—			—			—			(2,760		)
Amortization of debt issuance costs, premiums and discounts	9,556			—			464			—			10,020
Provision (recovery) for losses on receivables	1,159			(99		)	(4,848		)	—			(3,788		)
Share-based compensation	—			—			6,147			—			6,147
Impairment	—			—			1,875			—			1,875
Loss on disposition of assets	167			13			—			—			180
Loss from unconsolidated affiliates	694			—			245			—			939
(Gain) loss on foreign currency exchange rate	(706		)	—			2			—			(704		)
Inter-company transactions	(41,923		)	31,222			10,593			108			—
Changes in operating assets and liabilities:
Increase in receivables	(5,932		)	(640		)	(7,515		)	835			(13,252		)
Decrease in inventories	175			59			—			—			234
Increase in other assets	(518		)	(26,184		)	(9,300		)	24,765			(11,237		)
Increase (decrease) in trade payables	(1,269		)	7			(6		)	—			(1,268		)
Decrease in accrued interest	(25		)	—			(6,518		)	—			(6,543		)
Increase in other liabilities	7,406			3,877			25,912			(25,611		)	11,584
Net cash flows provided by operating activities	158,249			39,201			1,174			—			198,624
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(44,333		)	(7,848		)	(1,456		)	—			(53,637		)
Issuance of third-party loans and advances	—			(1,500		)	(3,769		)	—			(5,269		)
Payments received on third-party loans and advances	166			—			13,400			—			13,566
(Increase) decrease in restricted cash, net	(22		)	(474		)	(197,000		)	—			(197,496		)
Proceeds from asset sales	335			—			—			—			335
Investments in unconsolidated affiliates	(200		)	—			(2,500		)	—			(2,700		)
Inter-company transactions	(86,732		)	(5,018		)	48			91,702			—
Net cash flows used in investing activities	(130,786		)	(14,840		)	(191,277		)	91,702			(245,201		)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving	560,000			—			—			—			560,000
Senior Secured Credit Facility repayments - Revolving	(568,000		)	—			—			—			(568,000		)
Senior Secured Credit Facility repayments - Term Loan A	(14,001		)	—			—			—			(14,001		)
Senior Secured Credit Facility repayments - Term Loan B	(30,456		)	—			—			—			(30,456		)
Line of Credit borrowings	459,701			—			—			—			459,701
Line of Credit repayments	(459,701		)	—			—			—			(459,701		)
Proceeds from issuance of Senior Unsecured Notes	100,000			—			—			—			100,000
Downs Lodging Credit Facility repayments - Term Loan	—			—			(40,516		)	—			(40,516		)
New Downs Lodging Credit Facility borrowings - Term Loan	—			—			25,000			—			25,000
New Downs Lodging Credit Facility repayments - Term Loan	—			—			(3,344		)	—			(3,344		)
Borrowings from Mohegan Tribe	—			—			22,500			—			22,500



Repayments to Mohegan Tribe	—			—			(27,000		)	—			(27,000		)
Repayments of other long-term debt	(475		)	—			(259		)	—			(734		)
Payments on capital lease obligations	(824		)	(48		)	—			48			(824		)
Distributions to Mohegan Tribe	(53,000		)	—			—			—			(53,000		)
Payments of financing fees	(3,403		)	—			(1,678		)	—			(5,081		)
Non-controlling interest contributions	—			—			97,892			—			97,892
Inter-company transactions	—			(25,302		)	117,052			(91,750		)	—
Net cash flows provided by (used in) financing activities	(10,159		)	(25,350		)	189,647			(91,702		)	62,436
Net increase (decrease) in cash and cash equivalents	17,304			(989		)	(456		)	—			15,859
Effect of exchange rate on cash and cash equivalents	706			—			1,424			—			2,130
Cash and cash equivalents at beginning of year	42,093			22,167			1,494			—			65,754
Cash and cash equivalents at end of year	$	60,103		$	21,178		$	2,462		$	—		$	83,743

___________


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


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



	For the Fiscal Year Ended September 30, 2015
	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)	$	94,394		$	2,346		$	(17,938	)	$	13,337		$	92,139
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	63,071			13,371			1,138			—			77,580
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Accretion of discount to the relinquishment liability	227			—			—			—			227
Cash paid for accretion of discount to the relinquishment liability	(778		)	—			—			—			(778		)
Loss on early extinguishment of debt	2,269			—			—			—			2,269
Proceeds from bond premiums	2,125			—			—			—			2,125
Payments of tender offer costs and discounts	(2,894		)	—			—			—			(2,894		)
Amortization of debt issuance costs, premiums and discounts	7,453			—			318			—			7,771
Provision for losses on receivables	1,350			299			4,229			—			5,878
Impairment	2,502			—			—			—			2,502
Loss on disposition of assets	1,007			11			—			—			1,018
Loss from unconsolidated affiliates	31			—			941			—			972
Inter-company transactions	(35,724		)	41,355			7,695			(13,326		)	—
Changes in operating assets and liabilities:
Increase in receivables	(2,699		)	(1,247		)	(2,264		)	870			(5,340		)
(Increase) decrease in inventories	(1,062		)	60			—			—			(1,002		)
Increase in other assets	(2,756		)	(1,806		)	(7,544		)	(46		)	(12,152		)
Increase (decrease) in trade payables	(6,394		)	(2,617		)	27			—			(8,984		)
Decrease in accrued interest	(264		)	—			(146		)	—			(410		)
Increase (decrease) in other liabilities	14,527			908			(5,860		)	(835		)	8,740
Net cash flows provided by (used in) operating activities	136,142			52,680			(19,404		)	—			169,418
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(17,221		)	(4,651		)	(588		)	—			(22,460		)
Issuance of third-party loans and advances	—			—			(4,080		)	—			(4,080		)
Payments received on third-party loans	157			—			—			—			157
(Increase) decrease in restricted cash, net	(32		)	(1,746		)	252			—			(1,526		)
Proceeds from asset sales	1,602			13			—			—			1,615



Investments in the New England Black Wolves	—			—			(500		)	—			(500		)
Inter-company transactions	6,687			(20,731		)	45			13,999			—
Net cash flows used in investing activities	(8,807		)	(27,115		)	(4,871		)	13,999			(26,794		)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving	442,000			—			—			—			442,000
Senior Secured Credit Facility repayments - Revolving	(458,000		)	—			—			—			(458,000		)
Senior Secured Credit Facility repayments - Term Loan A	(7,756		)	—			—			—			(7,756		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	87,911			—			—			—			87,911
Senior Secured Credit Facility repayments - Term Loan B	(5,339		)	—			—			—			(5,339		)
Line of Credit borrowings	446,935			—			—			—			446,935
Line of Credit repayments	(449,976		)	—			—			—			(449,976		)
Proceeds from issuance of Senior Unsecured Notes, net of premiums	85,000			—			—			—			85,000
Repayments to Mohegan Tribe	—			—			(2,250		)	—			(2,250		)
Repayments of other long-term debt	(182,269		)	—			(4,547		)	—			(186,816		)
Payments on capital lease obligations	(927		)	(45		)	—			45			(927		)
Principal portion of relinquishment liability payments	(24,400		)	—			—			—			(24,400		)
Distributions to Mohegan Tribe	(50,000		)	—			—			—			(50,000		)
Payments of financing fees	(2,360		)	—			—			—			(2,360		)
Inter-company transactions	—			(18,120		)	32,164			(14,044		)	—
Net cash flows provided by (used in) financing activities	(119,181		)	(18,165		)	25,367			(13,999		)	(125,978		)
Net increase in cash and cash equivalents	8,154			7,400			1,092			—			16,646
Cash and cash equivalents at beginning of year	33,939			14,767			402			—			49,108
Cash and cash equivalents at end of year	$	42,093		$	22,167		$	1,494		$	—		$	65,754

___________


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


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



	For the Fiscal Year Ended September 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	$	(24,178	)	(27,577	)	(30,100	)	57,297		(24,558	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	65,406			13,814		906		—		80,126
Relinquishment liability reassessment	(1,905		)	—		—		—		(1,905	)
Accretion of discount to the relinquishment liability	2,205			—		—		—		2,205
Cash paid for accretion of discount to the relinquishment liability	(2,897		)	—		—		—		(2,897	)
Loss on early extinguishment of debt	58,245			—		—		—		58,245
Payments of tender offer costs and discounts	(48,155		)	—		—		—		(48,155	)
Amortization of debt issuance costs, premiums and discounts	7,719			—		318		—		8,037
Provision for losses on receivables	2,368			390		3,388		—		6,146
Impairment	4,981			—		—		—		4,981
(Gain) loss on disposition of assets	(12		)	3		—		—		(9	)
(Gain) loss from unconsolidated affiliates	(178		)	—		1,004		—		826
Inter-company transactions	(9,896		)	62,401		4,783		(57,288	)	—
Changes in operating assets and liabilities:
Increase in receivables	(6,622		)	(310	)	(1,783	)	1,556		(7,159	)



Increase in inventories	(411		)	(143		)	—			—			(554		)
(Increase) decrease in other assets	3,236			(77		)	(5,888		)	(802		)	(3,531		)
Increase (decrease) in trade payables	9,858			3,568			(7		)	—			13,419
Decrease in accrued interest	(12,891		)	—			(1,746		)	—			(14,637		)
Increase (decrease) in other liabilities	(4,587		)	(573		)	8,359			(763		)	2,436
Net cash flows provided by (used in) operating activities	42,286			51,496			(20,766		)	—			73,016
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(18,629		)	(4,250		)	(12,200		)	—			(35,079		)
Issuance of third-party loans and advances	—			—			(1,804		)	—			(1,804		)
Payments received on third-party loans	644			—			—			—			644
Decrease in restricted cash, net	53			1,583			12,043			—			13,679
Proceeds from asset sales	104			30			—			—			134
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Inter-company transactions	27,195			(24,222		)	45			(3,018		)	—
Net cash flows provided by (used in) investing activities	9,367			(26,859		)	(1,945		)	(3,018		)	(22,455		)
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	310,000			—			—			—			310,000
Senior Secured Credit Facility repayments - Revolving	(273,000		)	—			—			—			(273,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(3,125		)	—			—			—			(3,125		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(5,475		)	—			—			—			(5,475		)
Line of Credit borrowings	356,796			—			—			—			356,796
Line of Credit repayments	(353,755		)	—			—			—			(353,755		)
Repayments to Mohegan Tribe	—			—			(3,250		)	—			(3,250		)
Repayments of other long-term debt	(212,270		)	—			(53		)	—			(212,323		)
Payments on capital lease obligations	(2,168		)	(45		)	—			45			(2,168		)
Principal portion of relinquishment liability payments	(46,574		)	—			—			—			(46,574		)
Distributions to Mohegan Tribe	(50,000		)	—			—			—			(50,000		)
Payments of financing fees	(12,395		)	—			—			—			(12,395		)
Inter-company transactions	—			(28,480		)	25,507			2,973			—
Net cash flows provided by (used in) financing activities	(61,774		)	(28,525		)	22,204			3,018			(65,077		)
Net decrease in cash and cash equivalents	(10,121		)	(3,888		)	(507		)	—			(14,516		)
Cash and cash equivalents at beginning of year	44,060			18,655			909			—			63,624
Cash and cash equivalents at end of year	$	33,939		$	14,767		$	402		$	—		$	49,108

___________


(1)	Includes the Pocono 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.