SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of September 30, 2015, 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 15 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, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	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 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.



	September 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	$	33,939	$	14,767	$	402		$	—		$	49,108
Restricted cash	47		628		—			—			675
Receivables, net	27,537		2,637		1,287			(821		)	30,640
Inventories	13,339		1,205		—			—			14,544
Other current assets	15,559		1,182		256			—			16,997
Total current assets	90,421		20,419		1,945			(821		)	111,964
Non-current assets:
Property and equipment, net	1,142,363		222,425		59,280			—			1,424,068
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,395		284,714		—			—			405,109
Other assets, net	8,768		3,970		48,505			(6,312		)	54,931
Inter-company receivables	228,122		65,981		—			(294,103		)	—
Investment in subsidiaries	325,651		—		—			(325,651		)	—
Total assets	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,887	$	—	$	415		$	—		$	29,302
Current portion of relinquishment liability	25,194		—		—			—			25,194
Due to Mohegan Tribe	—		—		2,250			—			2,250
Current portion of capital leases	793		58		—			(58		)	793
Trade payables	18,893		5,181		12			—			24,086
Construction payables	4,411		794		627			—			5,832
Accrued interest payable	5,725		—		2,934			—			8,659
Other current liabilities	90,684		29,504		7,750			(763		)	127,175
Total current liabilities	174,587		35,537		13,988			(821		)	223,291
Non-current liabilities:
Long-term debt, net of current portion	1,611,107		—		44,428			—			1,655,535
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	2,345		6,111		—			(6,111		)	2,345
Other long-term liabilities	2,307		—		3,806			—			6,113
Inter-company payables	—		225,269		68,834			(294,103		)	—
Accumulated losses in excess of investment in subsidiaries	—		31,680		—			(31,680		)	—
Total liabilities	1,790,346		298,597		154,476			(332,715		)	1,910,704
Capital:
Retained earnings	125,374		338,371		(44,746		)	(293,941		)	125,058
Mohegan Tribal Gaming Authority capital	125,374		338,371		(44,746		)	(293,941		)	125,058
Non-controlling interests	—		—		—			(231		)	(231		)
Total capital	125,374		338,371		(44,746		)	(294,172		)	124,827
Total liabilities and capital	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531

___________

(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 INCOME (LOSS)



	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 of Project Horizon	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 early extinguishment of debt	(3,987		)	—			—			—			(3,987		)
Loss on interests in subsidiaries	(4,144		)	(9,193		)	—			13,337			—
Other income (expense), net	11			—			(940		)	—			(929		)
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 of Project Horizon	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 early extinguishment of debt	(62,041		)	—			—			—			(62,041		)
Loss on interests in subsidiaries	(32,449		)	(24,848		)	—			57,297			—
Other income (expense), net	165			—			(1,018		)	—			(853		)
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.



	For the Fiscal Year Ended September 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	911,180		$	279,022		$	—		$	—		$	1,190,202
Food and beverage	59,334			26,917			—			—			86,251
Hotel	40,873			—			—			—			40,873
Retail, entertainment and other	100,545			16,679			1,575			(240		)	118,559
Gross revenues	1,111,932			322,618			1,575			(240		)	1,435,885
Less-Promotional allowances	(76,407		)	(17,300		)	(4		)	(2,146		)	(95,857		)
Net revenues	1,035,525			305,318			1,571			(2,386		)	1,340,028
Operating costs and expenses:
Gaming	507,069			201,860			—			—			708,929
Food and beverage	33,297			8,280			(2		)	—			41,575
Hotel	14,339			—			—			—			14,339
Retail, entertainment and other	40,371			5,589			—			(2,101		)	43,859
Advertising, general and administrative	159,869			32,997			13,373			(13,566		)	192,673
Corporate	14,841			—			—			13,281			28,122
Depreciation and amortization	67,097			13,220			—			—			80,317
Loss on disposition of assets	222			19			—			—			241
Severance	(146		)	175			—			—			29
Pre-opening	—			687			—			—			687
Relinquishment liability reassessment	(249		)	—			—			—			(249		)
Total operating costs and expenses	836,710			262,827			13,371			(2,386		)	1,110,522
Income (loss) from operations	198,815			42,491			(11,800		)	—			229,506
Other income (expense):
Accretion of discount to the relinquishment liability	(4,974		)	—			—			—			(4,974		)
Interest income	146			2,320			6,064			(2,259		)	6,271
Interest expense, net of capitalized interest	(118,303		)	(44,126		)	(9,980		)	2,259			(170,150		)
Loss on early extinguishment of debt	(11,516		)	—			—			—			(11,516		)
Loss on interests in subsidiaries	(13,834		)	(7,389		)	—			21,223			—
Other expense, net	(8		)	—			(1,587		)	—			(1,595		)
Total other expense	(148,489		)	(49,195		)	(5,503		)	21,223			(181,964		)
Net income (loss)	50,326			(6,704		)	(17,303		)	21,223			47,542
Loss attributable to non-controlling interests	—			—			—			2,784			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	50,326		$	(6,704	)	$	(17,303	)	$	24,007		$	50,326

___________


(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, 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 and accretion of bond premiums and discounts	7,453			—			318			—			7,771
Provision for losses on receivables	1,350			299			4,229			—			5,878
Impairment of Project Horizon	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		)
Repayments to Mohegan Tribe	—			—			(2,250		)	—			(2,250		)
Proceeds from issuance of Senior Unsecured Notes, net of premiums	85,000			—			—			—			85,000



Repayments of other long-term debt	(182,269		)	—			(4,547		)	—			(186,816		)
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		)
Payments on capital lease obligations	(927		)	(45		)	—			45			(927		)
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 and accretion of bond discounts	7,719			—			318			—			8,037
Provision for losses on receivables	2,368			390			3,388			—			6,146
Impairment of Project Horizon	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		)
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		)
Payments on capital lease obligations	(2,168		)	(45		)	—			45		(2,168		)
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.



	For the Fiscal Year Ended September 30, 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)	$	50,326		(6,704	)	(17,303	)	21,223		47,542
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	67,097			13,220		—		—		80,317
Relinquishment liability reassessment	(249		)	—		—		—		(249	)
Accretion of discount to the relinquishment liability	4,974			—		—		—		4,974
Cash paid for accretion of discount to the relinquishment liability	(5,792		)	—		—		—		(5,792	)
Loss on early extinguishment of debt	4,531			—		—		—		4,531
Payments of tender offer costs and discounts	(3,104		)	—		—		—		(3,104	)
Amortization of debt issuance costs and accretion of bond discounts	11,968			—		317		—		12,285
Amortization of net deferred gain on settlement of derivative instruments	(76		)	—		—		—		(76	)
Provision for losses on receivables	951			103		2,382		—		3,436
Loss on disposition of assets	222			19		—		—		241
(Gain) loss from unconsolidated affiliates	(11		)	—		1,564		—		1,553
Inter-company transactions	(30,508		)	49,282		2,449		(21,223	)	—
Changes in operating assets and liabilities:
(Increase) decrease in receivables	495			(1,011	)	(132	)	—		(648	)



Decrease in inventories	326			122			—			—			448
(Increase) decrease in other assets	8,255			41			(5,537		)	—			2,759
Increase (decrease) in trade payables	(2,367		)	265			(41		)	—			(2,143		)
Increase (decrease) in accrued interest	(23,183		)	—			117			—			(23,066		)
Increase (decrease) in other liabilities	(21,440		)	(773		)	2,156			—			(20,057		)
Net cash flows provided by (used in) operating activities	62,415			54,564			(14,028		)	—			102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(24,774		)	(4,481		)	(30,342		)	—			(59,597		)
Issuance of third-party loans and advances	—			—			(2,033		)	—			(2,033		)
Payments received on third-party loans	139			—			—			—			139
(Increase) decrease in restricted cash, net	—			(423		)	33,501			—			33,078
Proceeds from asset sales	208			8			—			—			216
Investments in unconsolidated affiliates	—			—			(4,971		)	—			(4,971		)
Inter-company transactions	24,289			(22,468		)	—			(1,821		)	—
Net cash flows used in investing activities	(138		)	(27,364		)	(3,845		)	(1,821		)	(33,168		)
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	(4,000		)	—			—			—			(4,000		)
Line of Credit borrowings	24,897			—			—			—			24,897
Line of Credit repayments	(24,897		)	—			—			—			(24,897		)
Repayments to Mohegan Tribe	—			—			(9,950		)	—			(9,950		)
Proceeds from issuance of Senior Unsecured Notes	500,000			—			—			—			500,000
Repayments of other long-term debt	(495,561		)	—			(40		)	—			(495,601		)
Principal portion of relinquishment liability payments	(45,350		)	—			—			—			(45,350		)
Distributions to Mohegan Tribe	(50,000		)	—			—			—			(50,000		)
Payments of financing fees	(11,757		)	—			(200		)	—			(11,957		)
Payments on capital lease obligations	(3,385		)	—			—			—			(3,385		)
Inter-company transactions	—			(30,302		)	28,481			1,821			—
Net cash flows provided by (used in) financing activities	(110,053		)	(30,302		)	18,291			1,821			(120,243		)
Net increase (decrease) in cash and cash equivalents	(47,776		)	(3,102		)	418			—			(50,460		)
Cash and cash equivalents at beginning of year	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of year	$	44,060		$	18,655		$	909		$	—		$	63,624

___________


(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.