Mohegan Tribal Gaming Authority 10-Q 2014 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 10-Q

 _____________________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission file number 033-80655

 __________________________________________

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

 __________________________________________

Not Applicable	06-1436334
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
One Mohegan Sun Boulevard, Uncasville, CT	06382
(Address of principal executive offices)	(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

 ___________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o	Accelerated filer  o
Non-accelerated filer  x	Smaller reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):     Yes  ¨    No  x

MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-Q

		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2014 and September 30, 2013 (unaudited)	3
	Condensed Consolidated Statements of Income (Loss) for the Three Months and Six Months Ended March 31, 2014 and 2013 (unaudited)	4
	Condensed Consolidated Statements of Changes in Capital for the Three Months and Six Months Ended March 31, 2014 and 2013 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2014 and 2013 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 4.	Controls and Procedures	51
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 6.	Exhibits	52
Signatures.	Mohegan Tribal Gaming Authority	53

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	March 31, 2014			September 30, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	59,881		$	63,624
Restricted cash	1,259			13,757
Receivables, net	29,645			26,142
Inventories	15,445			13,990
Other current assets	25,408			20,518
Total current assets	131,638			138,031
Non-current assets:
Property and equipment, net	1,455,500			1,476,175
Goodwill	39,459			39,459
Other intangible assets, net	405,313			405,518
Other assets, net	75,724			76,967
Total assets	$	2,107,634		$	2,136,150
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	52,424		$	25,219
Current portion of relinquishment liability	50,216			62,947
Due to Mohegan Tribe	7,088			6,308
Current portion of capital leases	1,567			2,302
Trade payables	10,812			10,531
Construction payables	5,099			11,011
Accrued interest payable	10,275			23,296
Other current liabilities	134,863			123,982
Total current liabilities	272,344			265,596
Non-current liabilities:
Long-term debt, net of current portion	1,685,005			1,628,173
Relinquishment liability, net of current portion	—			11,418
Due to Mohegan Tribe, net of current portion	20,420			23,420
Capital leases, net of current portion	2,745			3,138
Other long-term liabilities	5,654			5,020
Total liabilities	1,986,168			1,936,765
Commitments and Contingencies
Capital:
Retained earnings	121,608			199,236
Mohegan Tribal Gaming Authority capital	121,608			199,236
Non-controlling interests	(142		)	149
Total capital	121,466			199,385
Total liabilities and capital	$	2,107,634		$	2,136,150

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands)

(unaudited)

	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	March 31, 2014			March 31, 2013			March 31, 2014			March 31, 2013
Revenues:
Gaming	$	278,400		$	291,411		$	553,153		$	581,020
Food and beverage	22,613			20,015			45,332			41,004
Hotel	11,911			10,101			22,603			20,045
Retail, entertainment and other	26,018			25,111			55,523			52,175
Gross revenues	338,942			346,638			676,611			694,244
Less-Promotional allowances	(22,259		)	(20,943		)	(47,105		)	(43,794		)
Net revenues	316,683			325,695			629,506			650,450
Operating costs and expenses:
Gaming	165,739			170,086			342,041			345,872
Food and beverage	10,749			10,168			20,848			20,804
Hotel	4,074			3,538			7,794			6,931
Retail, entertainment and other	11,352			9,150			24,128			19,456
Advertising, general and administrative	47,869			48,649			94,811			95,233
Corporate	10,860			7,958			20,292			13,691
Depreciation and amortization	20,879			19,951			39,997			40,115
Loss on disposition of assets	53			—			52			133
Severance	—			157			—			(22		)
Pre-opening	25			72			1,187			72
Total operating costs and expenses	271,600			269,729			551,150			542,285
Income from operations	45,083			55,966			78,356			108,165
Other income (expense):
Accretion of discount to the relinquishment liability	(551		)	(1,244		)	(1,102		)	(2,487		)
Interest income	1,602			1,431			3,246			2,888
Interest expense, net of capitalized interest	(36,297		)	(42,560		)	(75,266		)	(85,834		)
Loss on early extinguishment of debt	(192		)	(395		)	(62,275		)	(403		)
Other expense, net	(174		)	(840		)	(878		)	(1,785		)
Total other expense	(35,612		)	(43,608		)	(136,275		)	(87,621		)
Net income (loss)	9,471			12,358			(57,919		)	20,544
Loss attributable to non-controlling interests	155			1,707			291			2,621
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,626		$	14,065		$	(57,628	)	$	23,165

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)

	Total			Mohegan Tribal  Gaming Authority			Non-controlling       Interests
Balance, December 31, 2013	$	121,995		$	121,982		$	13
Net income (loss)	9,471			9,626			(155		)
Distributions to Mohegan Tribe	(10,000		)	(10,000		)	—
Balance, March 31, 2014	$	121,466		$	121,608		$	(142	)
Balance, September 30, 2013	$	199,385		$	199,236		$	149
Net loss	(57,919		)	(57,628		)	(291		)
Distributions to Mohegan Tribe	(20,000		)	(20,000		)	—
Balance, March 31, 2014	$	121,466		$	121,608		$	(142	)
Balance, December 31, 2012	$	207,449		$	207,781		$	(332	)
Net income (loss)	12,358			14,065			(1,707		)
Distributions to Mohegan Tribe	(10,000		)	(10,000		)	—
Repurchase of membership interest	(7,420		)	(9,771		)	2,351
Balance, March 31, 2013	$	202,387		$	202,075		$	312
Balance, September 30, 2012	$	209,263		$	208,681		$	582
Net income (loss)	20,544			23,165			(2,621		)
Distributions to Mohegan Tribe	(20,000		)	(20,000		)	—
Repurchase of membership interest	(7,420		)	(9,771		)	2,351
Balance, March 31, 2013	$	202,387		$	202,075		$	312

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	For the Six Months Ended			For the Six Months Ended
	March 31, 2014			March 31, 2013
Cash flows provided by (used in) operating activities:
Net income (loss)	$	(57,919	)	$	20,544
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	39,997			40,115
Accretion of discount to the relinquishment liability	1,102			2,487
Cash paid for accretion of discount to the relinquishment liability	(1,794		)	(3,306		)
Loss on early extinguishment of debt	58,479			403
Payments of tender offer costs and discounts	(48,155		)	—
Amortization of debt issuance costs and accretion of bond discounts	4,301			6,057
Amortization of net deferred gain on settlement of derivative instruments	—			(48		)
Provision for losses on receivables	1,622			1,841
Loss on disposition of assets	52			133
Loss from unconsolidated affiliates	854			1,771
Changes in operating assets and liabilities:
(Increase) decrease in receivables	(3,863		)	4,352
(Increase) decrease in inventories	(1,455		)	24
(Increase) decrease in other assets	(5,206		)	5,945
Increase (decrease) in trade payables	287			(1,782		)
Decrease in accrued interest	(13,021		)	(15,339		)
Increase (decrease) in other liabilities	13,680			(2,209		)
Net cash flows provided by (used in) operating activities	(11,039		)	60,988
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of increase (decrease) in construction payables of $(5,912) and $1,819, respectively	(22,345		)	(22,275		)
Issuance of third-party loans and advances	(1,026		)	(937		)
Payments received on third-party loans	569			68
Decrease in restricted cash, net	12,078			10,682
Proceeds from asset sales	36			149
Payment of escrow deposit	(3,356		)	—
Investments in unconsolidated affiliates	(29		)	(4,932		)
Net cash flows used in investing activities	(14,073		)	(17,245		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility borrowings - Revolving	—			3,000
Prior Bank Credit Facility repayments - Revolving	—			(3,000		)
Prior Bank Credit Facility repayments - Term	(393,000		)	(2,000		)
Prior Term Loan Facility repayments, net of discount	(222,103		)	—
Senior Secured Credit Facility borrowings - Revolving	130,000			—
Senior Secured Credit Facility repayments - Revolving	(91,000		)	—
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—
Senior Secured Credit Facility repayments - Term Loan A	(1,563		)	—
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—
Senior Secured Credit Facility repayments - Term Loan B	(1,825		)	—
Line of Credit borrowings	156,992			—
Line of Credit repayments	(150,453		)	—
Repayments to Mohegan Tribe	(2,750		)	(4,974		)
Repayments of other long-term debt	(191,010		)	(15,792		)
Principal portion of relinquishment liability payments	(23,457		)	(22,429		)
Distributions to Mohegan Tribe	(20,000		)	(20,000		)
Payments of financing fees	(12,629		)	(3,241		)
Payments on capital lease obligations	(1,128		)	(2,301		)
Net cash flows provided by (used in) financing activities	21,369			(70,737		)
Net decrease in cash and cash equivalents	(3,743		)	(26,994		)

6

Cash and cash equivalents at beginning of period	63,624		114,084
Cash and cash equivalents at end of period	$	59,881	$	87,090
Supplemental disclosure:
Cash paid during the period for interest	$	83,806	$	94,284

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—ORGANIZATION:

The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe” or the “Tribe”) established the Mohegan Tribal Gaming Authority (the “Authority”) in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Tribe is a federally-recognized Indian tribe with an approximately 544-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact (the “Mohegan Compact”), which was approved by the United States Secretary of the Interior. The Authority is primarily engaged in the ownership, operation and development of gaming facilities. In October 1996, the Authority opened Mohegan Sun, a gaming and entertainment complex situated on a 185-acre site on the Tribe's reservation. The Authority is governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in the Authority's Management Board.

As of March 31, 2014, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Commercial Ventures-PA, LLC (“MCV-PA”), Mohegan Ventures-Northwest, LLC (“Mohegan Ventures-NW”), Mohegan Ventures Wisconsin, LLC (“MVW”), MTGA Gaming, LLC (“MTGA Gaming”), Downs Lodging, LLC ("Downs Lodging") and Mohegan Gaming Advisors, LLC ("Mohegan Gaming Advisors").

MBC owns and operates the Connecticut Sun, a professional basketball team in the Women's National Basketball Association (the “WNBA”). MBC currently owns a 4.2% membership interest in WNBA, LLC.

Mohegan Golf owns and operates the Mohegan Sun Golf Club in southeastern Connecticut.

MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (collectively, along with MCV-PA, the “Pocono Downs Subsidiaries”), while the Authority holds the remaining 99.99% limited partnership interest in each entity. Downs Racing, L.P. (“Downs Racing”) owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility situated on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania (collectively, the “Pennsylvania Facilities”). The Authority views Mohegan Sun and the Pennsylvania Facilities as two separate operating segments.

Mohegan Ventures-NW and the Tribe hold 49.15% and 9.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively. Salishan-Mohegan was formed with an unrelated third-party to participate in the development and management of a proposed casino to be owned by the federally-recognized Cowlitz Indian Tribe of Washington (the “Cowlitz Tribe”) and to be located in Clark County, Washington (the “Cowlitz Project”). Salishan-Mohegan holds 100% membership interests in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were formed to acquire certain property related to the Cowlitz Project.

MVW holds a 100% membership interest in Wisconsin Tribal Gaming, LLC (“WTG”), which was formed to participate in the development of a proposed casino to be owned by the federally-recognized Menominee Indian Tribe of Wisconsin (the “Menominee Tribe”) and to be located in Kenosha, Wisconsin (the “Menominee Project”).

MTGA Gaming holds a 100% membership interest in Mohegan Gaming & Hospitality, LLC (“MG&H”), an unrestricted subsidiary of the Authority. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“Mohegan Resorts”). Mohegan Resorts holds a 100% membership interest in Mohegan Resorts Mass, LLC, which was formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts. Mohegan Resorts also holds 100% membership interests in Mohegan Resorts New York, LLC and Mohegan Gaming New York, LLC (collectively, the “Mohegan New York Entities”). The Mohegan New York Entities were formed to pursue potential gaming opportunities in the State of New York.

Downs Lodging, an unrestricted subsidiary of the Authority, was formed to develop, finance and build Project Sunlight, a hotel and convention center located at Mohegan Sun at Pocono Downs.

Mohegan Gaming Advisors, an unrestricted subsidiary of the Authority, was formed to pursue gaming opportunities outside the State of Connecticut, including management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC and MGA Gaming NJ, LLC (collectively, the "Mohegan New Jersey Entities"). The Mohegan New Jersey Entities were formed to pursue

8

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

management contracts and consulting agreements in the State of New Jersey. In October 2012, MGA Holding NJ, LLC acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey.

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“MGA Holding MA”) and MGA Gaming MA, LLC (“MGA Gaming MA”). MGA Holding MA holds a 100% membership interest in MGA Palmer Partners, LLC (“MGA Palmer Partners”). MGA Palmer Partners holds a 100% membership interest in Mohegan Sun Massachusetts, LLC (together with MGA Holding MA, MGA Gaming MA and MGA Palmer Partners, the “Mohegan MA Entities”). The Mohegan MA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts.

In addition, Mohegan Gaming Advisors holds 100% membership interests in MGA Holding PA, LLC and MGA Gaming PA, LLC (collectively, the “Mohegan PA Entities”). The Mohegan PA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Pennsylvania.

Additionally, Mohegan Gaming Advisors holds a 100% membership interest in MGA Holding FL, LLC (“MGA Holding FL”). MGA Holding FL holds a 100% membership interest in MGA Miami, LLC (together with MGA Holding FL, the “Mohegan FL Entities”). The Mohegan FL Entities were formed to pursue potential gaming opportunities in the State of Florida.

NOTE 2—BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In management's opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Authority's operating results for the interim period, have been included.

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun at Pocono Downs during the months of May through August. Accordingly, the Authority's operating results for the three months and six months ended March 31, 2014 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authority's Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW, as Mohegan Ventures-NW is deemed to be the primary beneficiary. In consolidation, all intercompany balances and transactions were eliminated.

Revision

The Authority recorded an adjustment to correct an error in the classification of its 2004 7 ¹/8% Senior Subordinated Notes due August 2014 as of September 30, 2013, which was incorrectly included within long-term debt, net of current portion, in the Authority's previously reported September 30, 2013 balance sheet. The Authority correctly disclosed the current portion of long-term debt within the debt maturities schedule accompanying Note 6 to its previously reported September 30, 2013 balance sheet, however, inadvertently included these notes within long-term debt, net of current portion, in the previously reported September 30, 2013 balance sheet. The effect of this revision on the September 30, 2013 balance sheet was a decrease in long-term debt, net of current portion, and an increase in current portion of long-term debt of $21.2 million. The supplemental condensed consolidating balance sheet within Note 8 also has been revised to reflect this adjustment.The Authority has concluded that this error was not material to the previously issued financial statements.

In addition, certain amounts in the accompanying 2013 condensed consolidated financial statements have been reclassified to conform to 2014 presentation.

9

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and tenants and others. The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands):

	Long-Term Receivables
	Affiliates		Tenants and Others			Total
Balance, December 31, 2013 (1)	$	59,896	$	2,726		$	62,622
Additions:
Issuance of affiliate advances and tenant and other loans, including interest receivable	2,106		—			2,106
Deductions:
Payments received	—		(57		)	(57		)
Balance, March 31, 2014 (1)	$	62,002	$	2,669		$	64,671
Balance, September 30, 2013 (1)	$	57,782	$	3,530		$	61,312
Additions:
Issuance of affiliate advances and tenant and other loans, including interest receivable	4,220		—			4,220
Deductions:
Payments received	—		(861		)	(861		)
Balance, March 31, 2014 (1)	$	62,002	$	2,669		$	64,671

__________

(1) Includes interest receivable of $32.0 million, $30.4 million and $29.1 million as of March 31, 2014, December 31, 2013 and September 30, 2013, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Tenants and Others			Total
Balance, December 31, 2013	$	24,823	$	58		$	24,881
Additions:
Charges to bad debt expense	632		—			632
Deductions:
Adjustments	—		(1		)	(1		)
Balance, March 31, 2014	$	25,455	$	57		$	25,512
Balance, September 30, 2013	$	24,189	$	61		$	24,250
Additions:
Charges to bad debt expense	1,266		—			1,266
Deductions:
Adjustments	—		(4		)	(4		)
Balance, March 31, 2014	$	25,455	$	57		$	25,512

Fair Value of Financial Instruments

The fair value amounts presented below are reported to satisfy disclosure requirements pursuant to authoritative guidance issued by the FASB pertaining to disclosures about fair values of financial instruments and are not necessarily indicative of amounts that the Authority could realize in a current market transaction.

The Authority applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:

• Level 1 - Quoted prices for identical assets or liabilities in active markets;

• Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and

• Level 3 - Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Authority's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Authority's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

10

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The carrying amount of cash and cash equivalents, receivables, trade payables and promissory notes and certain credit facilities approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):

	March 31, 2014
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	39,000	$	38,415
Senior Secured Credit Facility - Term Loan A	$	122,837	$	124,671
Senior Secured Credit Facility - Term Loan B	$	718,832	$	742,739
2013 9 3/4% Senior Unsecured Notes	$	500,000	$	558,125
2004 7 1/8% Senior Subordinated Notes	$	21,156	$	21,103
2005 6 7/8% Senior Subordinated Notes	$	9,654	$	9,702
2012 11% Senior Subordinated Notes	$	271,343	$	276,910

The estimated fair values of the Authority's financing facilities and notes were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about March 31, 2014.

Severance Costs and Expenses

In September 2012, the Authority implemented a workforce reduction of approximately 330 positions in Uncasville, Connecticut, in an effort to further streamline its organization and better align operating costs with current market and business conditions. The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. Cash payments commenced in October 2012 and are anticipated to be completed in September 2014. The Authority does not anticipate incurring any additional severance charges in connection with this workforce reduction, other than charges that may arise from adjustments to the initial estimates utilized under the plan. The following table presents a reconciliation of the related severance liability (in thousands):

	Mohegan Sun
Balance, December 31, 2013	$	1,030
Cash payments	(338		)
Balance, March 31, 2014	$	692
Balance, September 30, 2013	$	1,417
Cash payments	(725		)
Balance, March 31, 2014	$	692

11

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 3—LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands, including current maturities):

	March 31, 2014			September 30, 2013
Prior Bank Credit Facility	$	—		$	393,000
Prior Term Loan Facility, net of discount of $3,005	—			221,995
Senior Secured Credit Facility - Revolving, due June 2018	39,000			—
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $600	122,837			—
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $9,343	718,832			—
2009 11 1/2% Second Lien Senior Secured Notes, net of discount of $5	—			195
2012 11 1/2% Second Lien Senior Secured Notes, net of discount of $8,898	—			190,902
2013 9 3/4% Senior Unsecured Notes, due September 2021	500,000			500,000
2004 7 1/8% Senior Subordinated Notes, due August 2014	21,156			21,156
2005 6 7/8% Senior Subordinated Notes, due February 2015	9,654			9,654
2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $3,847 and $4,168, respectively	271,343			271,022
Line of Credit	6,539			—
2009 Mohegan Tribe Promissory Note, due September 2014	1,750			3,500
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	17,000			18,000
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			7,420
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Other	3,068			468
Long-term debt, excluding capital leases	1,763,599			1,682,312
Less: current portion of long-term debt	(58,174		)	(30,719		)
Long-term debt, net of current portion	$	1,705,425		$	1,651,593

Maturities of long-term debt are as follows (in thousands, including current maturities):

Less than 1 year	$	58,174
1-3 years	95,862
3-5 years	1,122,241
More than 5 years	501,112
Total	$	1,777,389

In November 2013, the Authority completed a series of refinancing transactions relating to its Prior Bank Credit Facilities and 2009 and 2012 Second Lien Senior Secured Notes, including the repayment and termination of the Prior Bank Credit Facilities and the repurchase or redemption of the 2009 and 2012 Second Lien Senior Secured Notes with proceeds from new Senior Secured Credit Facilities (all further discussed below).

The Authority incurred approximately $61.1 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal and tender and consent fees. Previously deferred debt issuance costs and debt discounts totaling $22.4 million, as well as $39.9 million in new transaction costs were expensed and recorded as a loss on early extinguishment of debt in the accompanying condensed consolidated statement of loss for the six months ended March 31, 2014. New debt issuance costs totaling $11.5 million were capitalized and included in other assets, net, in the accompanying condensed consolidated balance sheet as of March 31, 2014 and will be amortized over the term of the related debt. The remaining $9.7 million in new costs was reflected as debt discount and included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of March 31, 2014 and will be amortized over the term of the related debt.

Prior Bank Credit Facilities

First Lien, First Out Credit Facility

In March 2012, the Authority entered into a Fourth Amended and Restated Bank Credit Facility providing for a $400.0 million term loan and a revolving loan with letter of credit and borrowing capacity of up to $75.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A. serving as Administrative Agent (the "Prior Bank Credit Facility"). In November 2013, the Authority repaid and terminated the Prior Bank Credit Facility with proceeds from new Senior

12

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Secured Credit Facilities (further discussed below). As of September 30, 2013, accrued interest, including commitment fees, on the Prior Bank Credit Facility was $61,000.

First Lien, Second Out Term Loan Facility

In March 2012, the Authority entered into a loan agreement providing for a $225.0 million first lien, second out term loan with Wells Fargo Gaming Capital, LLC serving as Administrative Agent (the "Prior Term Loan Facility" and, together with the Prior Bank Credit Facility, the "Prior Bank Credit Facilities"). In November 2013, the Authority repaid and terminated the Prior Term Loan Facility with proceeds from new Senior Secured Credit Facilities (further discussed below). As of September 30, 2013, accrued interest on the Prior Term Loan Facility was $1.1 million.

Senior Secured Credit Facilities

In November 2013, the Authority entered into a loan agreement among the Authority, the Tribe, the Guarantors as defined below, RBS Citizens, N.A. as Administrative and Collateral Agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $100.0 million senior secured revolving credit facility (the “Revolving Facility”), a $125.0 million senior secured term loan A facility (the “Term Loan A Facility”) and a $730.0 million senior secured term loan B facility (the “Term Loan B Facility"). The Senior Secured Credit Facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the Revolving Facility and the Term Loan A Facility) and November 19, 2019 (in the case of the Term Loan B Facility).

The Term Loan A Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount. Amortization of the Term Loan A Facility and Term Loan B Facility begins with the first full fiscal quarter after the closing date. The proceeds from the Term Loan A Facility and Term Loan B Facility, together with a drawing under the Revolving Facility, were used to satisfy in full all amounts due under the Authority's Prior Bank Credit Facilities, to repurchase or redeem all of the Authority's outstanding 2009 and 2012 Second Lien Senior Secured Notes and to otherwise satisfy and discharge the obligations in respect of such notes and to pay related fees and expenses. The Revolving Facility will otherwise be available for general corporate purposes.

As of March 31, 2014, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $39.0 million, $123.4 million and $728.2 million, respectively. As of March 31, 2014, letters of credit issued under the Revolving Facility totaled $2.9 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Revolving Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $51.6 million of borrowing capacity under its Revolving Facility and Line of Credit as of March 31, 2014.

Borrowings under the Senior Secured Credit Facilities incur interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the Term Loan B Facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the Term Loan B Facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. The Authority also is required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the Revolving Facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period.

As of March 31, 2014, the $39.0 million outstanding under the Revolving Facility was comprised of a $10.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $29.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.15% plus 425 basis points. The commitment fee was 0.50% as of March 31, 2014. As of March 31, 2014, the $123.4 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.23% plus 425 basis points. As of March 31, 2014, the $728.2 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of March 31, 2014, accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $1.8 million.

13

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The Authority's obligations under the Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, the “Guarantors”). The Senior Secured Credit Facilities are collateralized by a first priority lien on substantially all of the Authority's property and assets and those of the Guarantors (other than MBC), including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun (the Authority and the Guarantors, other than MBC, are collectively referred to herein as the “Grantors”). The Grantors also are required to pledge additional assets as collateral for the Senior Secured Credit Facilities as they and future guarantor subsidiaries acquire them.

The Senior Secured Credit Facilities contain customary covenants applicable to the Authority and its restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions, mergers or consolidations and capital expenditures. Additionally, the Senior Secured Credit Facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.

As of March 31, 2014, the Authority and the Tribe were in compliance with all respective covenant requirements under the Senior Secured Credit Facilities.

The Authority continues to monitor revenues and expenditures to ensure continued compliance with its financial covenant requirements under the Senior Secured Credit Facilities. While the Authority anticipates that it will remain in compliance with all covenant requirements under its Senior Secured Credit Facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing cost saving initiatives to ensure compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or consents under the Senior Secured Credit Facilities; however, the Authority can provide no assurance that it would be able to obtain such waivers or consents. If the Authority is unable to obtain such waivers or consents, it would be in default under its Senior Secured Credit Facilities, which may result in cross-defaults under its other outstanding indebtedness and allow its lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of the Authority's outstanding indebtedness. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary to repay such accelerated indebtedness.

Senior Secured Notes

2009 11  ¹/2% Second Lien Senior Secured Notes

In October 2009, the Authority issued $200.0 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.5% per annum (the “2009 Second Lien Notes”). In March 2012, the Authority completed a private exchange offer and consent solicitation pursuant to which an aggregate principal amount of $199.8 million 2009 Second Lien Notes were tendered and exchanged, leaving an aggregate principal amount of $200,000 2009 Second Lien Notes outstanding. The 2009 Second Lien Notes were scheduled to mature on November 1, 2017. The first call date for the 2009 Second Lien Notes was November 1, 2013. In November 2013, the Authority called for redemption all $200,000 of its outstanding 2009 Second Lien Notes. The 2009 Second Lien Notes were redeemed on December 19, 2013. As of September 30, 2013, accrued interest on the 2009 Second Lien Notes was $10,000.

2012 11 ½% Second Lien Senior Secured Notes

In March 2012, the Authority issued $199.8 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.5% per annum (the “2012 Second Lien Notes”) in exchange for an equal amount of 2009 Second Lien Notes. The 2012 Second Lien Notes were scheduled to mature on November 1, 2017. Subsequent to November 1, 2014, the Authority was entitled to redeem the 2012 Second Lien Notes, in whole or in part, at a premium decreasing ratably to zero, plus accrued interest. In November 2013, the Authority completed a tender offer and consent solicitation for its outstanding 2012 Second Lien Notes. As part of the tender offer, the Authority solicited and received requisite consents from tendering holders to certain amendments to the indentures governing the 2012 Second Lien Notes, which eliminated certain restrictive covenants under the notes and related indenture. Pursuant to this transaction, the Authority repurchased or redeemed all of its outstanding 2012 Second Lien Notes in the aggregate principal amount of $199.8 million. As of September 30, 2013, accrued interest on the 2012 Second Lien Notes was $9.6 million.

Senior Unsecured Notes

2013 9 ³/4% Senior Unsecured Notes

In August 2013, the Authority issued $500.0 million Senior Unsecured Notes with fixed interest payable at a rate of 9.75%per annum (the “2013 Senior Unsecured Notes”). The net proceeds from this transaction, together with borrowings under the Prior

14

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Bank Credit Facility, were used to repurchase or redeem all of the Authority's then outstanding 2012 10.5% Third Lien Senior Secured Notes, to repurchase $69.0 millionof the Authority's outstanding 2012 11.0% Senior Subordinated Notes and to pay related fees and expenses. The 2013 Senior Unsecured Notes mature on September 1, 2021. The Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, the Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If the Authority experiences specific kinds of change of control triggering events, the Authority must offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if the Authority undertakes certain types of asset sales and does not use the related sale proceeds for specified purposes, the Authority may be required to offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1^st and September 1^st, commencing March 1, 2014. On March 11, 2014, the Authority completed an offer to exchange the 2013 Senior Unsecured Notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged. As of March 31, 2014 and September 30, 2013, accrued interest on the 2013 Senior Unsecured Notes was $4.1 million and $6.2 million, respectively.

The 2013 Senior Unsecured Notes are uncollateralized general obligations of the Authority and are effectively subordinated to all of the Authority’s and the Guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 Senior Unsecured Notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables and the senior portion of the Authority’s payment obligations under its Relinquishment Agreement. The 2013 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2013 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s and Guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 Senior Unsecured Notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

Senior Subordinated Notes

2004 7 ¹/8% Senior Subordinated Notes

In August 2004, the Authority issued $225.0 million Senior Subordinated Notes with fixed interest payable at a rate of 7.125%per annum (the “2004 Senior Subordinated Notes”). The 2004 Senior Subordinated Notes mature on August 15, 2014. The 2004 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2004 Senior Subordinated Notes is payable semi-annually on February 15^th and August 15^th.

In March 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2004 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2004 Senior Subordinated Notes, which eliminated certain restrictive covenants under the notes and related indenture. The aggregate principal amount of 2004 Senior Subordinated Notes tendered and exchanged was $203.8 million. An aggregate principal amount of $21.2 million 2004 Senior Subordinated Notes remains outstanding as of March 31, 2014. As of March 31, 2014 and September 30, 2013, accrued interest on the 2004 Senior Subordinated Notes was $188,000.

2005 6 ⁷/8% Senior Subordinated Notes

In February 2005, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.875%per annum (the “2005 Senior Subordinated Notes”). The 2005 Senior Subordinated Notes mature on February 15, 2015. The 2005 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on February 15^th and August 15^th.

In March 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2005 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 Senior Subordinated Notes, which eliminated certain covenants

15

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

under the notes and related indenture. The aggregate principal amount of 2005 Senior Subordinated Notes tendered and exchanged was $140.3 million. An aggregate principal amount of $9.7 million 2005 Senior Subordinated Notes remains outstanding as of March 31, 2014. As of March 31, 2014 and September 30, 2013, accrued interest on the 2005 Senior Subordinated Notes was $83,000.

2012 11% Senior Subordinated Notes

In March 2012, the Authority issued $344.2 million Senior Subordinated Toggle Notes with fixed interest payable at a rate of 11%per annum (the “2012 Senior Subordinated Notes”) in exchange for $203.8 million of 2004 Senior Subordinated Notes and $140.3 million of 2005 Senior Subordinated Notes. The 2012 Senior Subordinated Notes mature on September 15, 2018. The Authority may redeem the 2012 Senior Subordinated Notes, in whole or in part, at any time, at a price equal to 100% of the principal amount plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Senior Subordinated Notes is payable semi-annually on March 15^th and September 15^th. The initial interest payment on the 2012 Senior Subordinated Notes was payable entirely in cash. For any subsequent interest payment period through March 15, 2018, the Authority may, at its option, elect to pay interest on the 2012 Senior Subordinated Notes either entirely in cash or by paying up to 2% in 2012 Senior Subordinated Notes (“PIK Interest”). If the Authority elects to pay PIK Interest, such election will increase the principal amount of the 2012 Senior Subordinated Notes in an amount equal to the amount of PIK Interest for the applicable interest payment period to holders of 2012 Senior Subordinated Notes on the relevant record date.

In August 2013, the Authority repurchased an aggregate principal amount of $69.0 million 2012 Senior Subordinated Notes. An aggregate principal amount of $275.2 million 2012 Senior Subordinated Notes remains outstanding as of March 31, 2014. As of March 31, 2014 and September 30, 2013, accrued interest on the 2012 Senior Subordinated Notes was $1.3 million.

The 2012 Senior Subordinated Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Authority's senior subordinated notes are uncollateralized general obligations of the Authority and are subordinated to borrowings under the Senior Secured Credit Facilities and 2013 Senior Unsecured Notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which the Authority and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and continued existence of the Authority. The financial covenant requirements include, among other things, subject to certain exceptions, limitations on the Authority's and the Guarantors' ability to incur additional indebtedness, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company, transfer or sell assets or impair assets constituting collateral.

As of March 31, 2014, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

The Authority or its affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and the Authority's liquidity and covenant requirement restrictions, among other factors.

Line of Credit

In November 2013, in connection with the new Senior Secured Credit Facilities, the Authority entered into a new $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the Senior Secured Credit Facilities. Pursuant to provisions of the Senior Secured Credit Facilities, under certain circumstances, the Line of Credit may be converted into loans under the Senior Secured Credit Facilities. Under the Line of Credit, each advance accrues interest on the basis of a one-month LIBOR Rate plus an applicable margin based on the Authority's total leverage ratio, as each term is defined under the Line of Credit. As of March 31, 2014, $6.5 million was drawn on the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Senior Secured Credit Facilities. As of March 31, 2014, the

16

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Authority was in compliance with all covenant requirements under the Line of Credit. As of March 31, 2014, accrued interest on the Line of Credit was $19,000. As of September 30, 2013, there was no accrued interest on the Line of Credit.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”) which matures on September 30, 2014. The 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly in the amount of $1.2 million, commencing December 31, 2013 and continuing through June 30, 2014, with the balance of accrued and unpaid interest due at maturity. Principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 and continuing through September 30, 2013 and (ii) $875,000 per quarter, commencing December 31, 2013. As of March 31, 2014 and September 30, 2013, accrued interest on the Mohegan Tribe Promissory Note was $2.4 million and $4.7 million, respectively.

2012 Mohegan Tribe Minor's Trust Promissory Note

In March 2012, Comerica Bank & Trust, N.A., Trustee f/b/o The Mohegan Tribe of Indians of Connecticut Minor's Trust, made a $20.0 million loan to Salishan-Mohegan (the “2012 Mohegan Tribe Minor's Trust Promissory Note”). The 2012 Mohegan Tribe Minor's Trust Promissory Note matures on March 31, 2016. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly. Principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 and continuing through September 30, 2014 and (ii) $1.5 million per quarter, commencing December 31, 2014 and continuing to maturity. As of March 31, 2014 and September 30, 2013, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $5,000.

2013 Mohegan Tribe Promissory Note

In March 2013, MG&H purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million (the “2013 Mohegan Tribe Promissory Note”). The 2013 Mohegan Tribe Promissory Note matures on December 31, 2018. The 2013 Mohegan Tribe Promissory Note accrues interest at an annual rate of 4.0% payable quarterly. As of March 31, 2014 and September 30, 2013, accrued interest on the 2013 Mohegan Tribe Promissory Note was $1,000.

Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary of the Authority, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender (the “Downs Lodging Credit Facility”). The proceeds from the Downs Lodging Credit Facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center expansion project at Mohegan Sun at Pocono Downs. The Downs Lodging Credit Facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0%. Under the terms of the Downs Lodging Credit Facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of March 31, 2014, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of March 31, 2014, accrued interest on the Downs Lodging Credit Facility was $375,000. As of September 30, 2013, there was no accrued interest on the Downs Lodging Credit Facility.

NOTE 4—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $10.0 million for each of the three months ended March 31, 2014 and 2013 and $20.0 million for each of the six months ended March 31, 2014 and 2013.

The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services totaling $7.3 million and $7.0 million for the three months ended March 31, 2014 and 2013, respectively, and $14.3 million and $14.0 million for the six months ended March 31, 2014 and 2013, respectively.

The Authority purchases most of its utilities, including electricity, gas, water and waste water services, from an instrumentality of the Tribe, the Mohegan Tribal Utility Authority. The Authority incurred costs for such utilities totaling $6.3 million and $4.9 million for the three months ended March 31, 2014 and 2013, respectively, and $10.8 million and $9.0 million for the six months ended March 31, 2014 and 2013, respectively.

17

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $569,000 and $728,000 for the three months ended March 31, 2014 and 2013, respectively, and $1.2 million and $1.5 million for the six months ended March 31, 2014 and 2013, respectively.

As of March 31, 2014 and September 30, 2013, outstanding payables to the Tribe totaled $1.3 million and $808,000, respectively, and were included in "Current liabilities - Due to Mohegan Tribe" in the accompanying condensed consolidated balance sheets.

NOTE 5—COMMITMENTS AND CONTINGENCIES:

Slot Win and Free Promotional Slot Play Contributions

In May 1994, the Tribe and the State of Connecticut entered into a Memorandum of Understanding (“MOU”), which sets forth certain matters regarding implementation of the Mohegan Compact. The MOU stipulates that a portion of revenues from slot machines must be paid to the State of Connecticut (“Slot Win Contribution”). Slot Win Contribution payments are not required if the State of Connecticut legalizes any other gaming operation with slot machines, video facsimiles of games of chance or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the Mashantucket Pequot Tribe (the “MPT”). For each 12-month period commencing July 1, 1995, Slot Win Contribution payments shall be the lesser of: (1) 30% of gross revenues from slot machines, or (2) the greater of (a) 25% of gross revenues from slot machines or (b) $80.0 million.

In September 2009, the Authority entered into a settlement agreement with the State of Connecticut regarding contribution payments on the Authority's free promotional slot play program. Under the terms of the settlement agreement, effective July 1, 2009, the State of Connecticut agreed that no value shall be attributed to free promotional slot plays utilized by patrons at Mohegan Sun for purposes of calculating monthly contribution payments, provided that the aggregate amount of free promotional slot plays during any month does not exceed a certain threshold of gross revenues from slot machines for such month. In the event free promotional slot plays granted by the Authority exceed such threshold, contribution payments are required on such excess face amount of free promotional slot plays at the same rate as Slot Win Contribution payments, or 25%. Effective July 1, 2012, the threshold before contribution payments on free promotional slot plays are required was increased from 5.5% of gross revenues from slot machines to 11%.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $34.7 million and $37.8 million for the three months ended March 31, 2014 and 2013, respectively, and $71.0 million and $74.9 million for the six months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and September 30, 2013, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $13.0 million and $12.7 million, respectively.

Pennsylvania Slot Machine Tax

Downs Racing holds a Category One slot machine license issued by the Pennsylvania Gaming Control Board (the “PGCB”) for the operation of slot machines at Mohegan Sun at Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun at Pocono Downs, expandable to up to a total of 5,000 slot machines upon request and approval of the PGCB.

The Pennsylvania Race Horse Development and Gaming Act stipulates that holders of Category One slot machine licenses must pay a portion of revenues from slot machines to the PGCB on a daily basis (“Pennsylvania Slot Machine Tax”), which includes local share assessments to be paid to the cities and municipalities hosting Mohegan Sun at Pocono Downs and amounts to be paid to the Pennsylvania Harness Horsemen's Association, Inc. (the “PHHA”). The Pennsylvania Slot Machine Tax is currently 55% of gross revenues from slot machines, 2% of which is subject to a $10.0 million minimum annual threshold to ensure that the host cities and municipalities receive an annual minimum of $10.0 million in local share assessments. Downs Racing maintains a $1.5 million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Slot Machine Tax payments, which was included in "Other assets, net," in the accompanying condensed consolidated balance sheets.

The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $30.6 million and $31.0 million for the three months ended March 31, 2014 and 2013, respectively, and $60.4 million and $61.2 million for the six months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and September 30, 2013, outstanding Pennsylvania Slot Machine Tax payments totaled $2.8 million and $5.5 million, respectively.

18

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Pennsylvania Table Game Tax

In January 2010, the Commonwealth of Pennsylvania amended the Pennsylvania Race Horse Development and Gaming Act to allow slot machine operators in the Commonwealth of Pennsylvania to obtain a table game operation certificate and operate certain table games, including poker. On July 13, 2010, Downs Racing opened its table game and poker operations at Mohegan Sun at Pocono Downs. Under the amended law, holders of table game operation certificates must pay a portion of revenues from table games to the PGCB on a weekly basis (“Pennsylvania Table Game Tax”). The Pennsylvania Table Game Tax is currently 12%, plus the 2% local share assessments.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.5 million and $1.4 million for the three months ended March 31, 2014 and 2013, respectively, and $3.0 million and $2.9 million for the six months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and September 30, 2013, outstanding Pennsylvania Table Game Tax payments totaled $165,000 and $127,000, respectively.

Pennsylvania Regulatory Fee

Slot machine licensees in the Commonwealth of Pennsylvania are required to reimburse state gaming regulatory agencies for various administrative and operating expenses (“Pennsylvania Regulatory Fee”) at a rate of 1.5% of gross revenues from slot machines and table games.

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.2 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively, and $2.3 million and $2.5 million for the six months ended March 31, 2014 and 2013, respectively. As of March 31, 2014 and September 30, 2013, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $151,000 and $132,000, respectively.

Pennsylvania Gaming Control Board Loans

The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the "Initial Loans"). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which also are to be repaid by slot machine licensees (the "Subsequent Loans"). Repayment of the Initial Loans will commence when all 14 authorized gaming facilities are opened in the Commonwealth of Pennsylvania. Currently, 12 of the 14 authorized gaming facilities have commenced operations. As of March 31, 2014, the Authority has concluded that a repayment contingency for the Initial Loans is probable but not reasonably estimable since the PGCB has not yet established a method of assessment of repayment for the Initial Loans and, as such, the Authority has not recorded a related accrual for such repayment. In June 2011, the PGCB adopted a method of assessment of repayment for the Subsequent Loans pursuant to which repayment commenced on January 1, 2012 and will continue over a 10-year period in accordance with a formula based on a combination of a single fiscal year and cumulative gross revenues from slot machines for each operating slot machine licensee.

The Authority reflected expenses associated with this repayment schedule totaling $160,000 and $161,000 for the three months ended March 31, 2014 and 2013, respectively, and $320,000 and $324,000 for the six months ended March 31, 2014 and 2013, respectively.

Horsemen’s Agreement

Downs Racing and the PHHA are parties to an agreement that governs all live harness racing and simulcasting and account wagering at the Pennsylvania Facilities through December 31, 2014. As of March 31, 2014 and September 30, 2013, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $6.5 million and $7.8 million, respectively.

Priority Distribution Agreement

In August 2001, the Authority and the Tribe entered into an agreement (the “Priority Distribution Agreement”), which stipulates that the Authority must make monthly payments to the Tribe to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement. The Priority Distribution Agreement, which has a perpetual term, limits the maximum aggregate priority distribution payments in each calendar year to $14.0 million, as adjusted annually in accordance with a formula specified in the Priority Distribution Agreement to reflect the effects of inflation. Payments under the Priority Distribution Agreement: (1) do not reduce the Authority's obligations to reimburse the Tribe for governmental and administrative services provided by the Tribe or to make payments under any other agreements with the Tribe; (2) are limited obligations of the Authority

19

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

and are payable only to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement; and (3) are not secured by a lien or encumbrance on any of the Authority's assets or properties.

The Authority reflected payments associated with the Priority Distribution Agreement totaling $4.9 million for each of the three months ended March 31, 2014 and 2013 and $9.7 million and $9.6 million for the six months ended March 31, 2014 and 2013, respectively.

Litigation

The Authority is a defendant in various litigation matters resulting from its normal course of business. In management's opinion, the aggregate liability, if any, arising from such litigations will not have a material impact on the Authority's financial position, results of operations or cash flows.

NOTE 6—RELINQUISHMENT AGREEMENT:

In February 1998, the Authority and Trading Cove Associates (“TCA”) entered into a relinquishment agreement (the “Relinquishment Agreement”). Effective January 1, 2000 (the “Relinquishment Date”), the Relinquishment Agreement superseded a then-existing management agreement with TCA. The Relinquishment Agreement provides, among other things, that the Authority make certain payments to TCA out of, and determined as a percentage of, Revenues, as defined under the Relinquishment Agreement, generated by Mohegan Sun over a 15-year period commencing on the Relinquishment Date. The payments (“Senior Relinquishment Payments” and “Junior Relinquishment Payments”) have separate schedules and priorities. Senior Relinquishment Payments commenced on April 25, 2000, 25 days following the end of the first three-month period after the Relinquishment Date, and continue at the end of each three-month period thereafter until January 25, 2015. Junior Relinquishment Payments commenced on July 25, 2000, 25 days following the end of the first six-month period after the Relinquishment Date, and continue at the end of each six-month period thereafter until January 25, 2015. Each Senior and Junior Relinquishment Payment is 2.5% of Revenues generated by Mohegan Sun over the immediate preceding three-month or six-month payment period, as the case may be. Revenues are defined under the Relinquishment Agreement as gross gaming revenues, other than Class II Gaming revenues, and all other revenues, as defined, including, without limitation, hotel revenues, room service revenues, food and beverage revenues, ticket revenues, fees or receipts from the convention/events center and all rental revenues or other receipts from lessees and concessionaires, but not the gross receipts of such lessees, licenses and concessionaires, derived directly or indirectly from the facilities, as defined. Revenues under the Relinquishment Agreement exclude revenues generated from certain expansion areas of Mohegan Sun, such as Casino of the Wind, as such areas do not constitute facilities as defined under the Relinquishment Agreement.

In the event of any bankruptcy, liquidation, reorganization or similar proceeding relating to the Authority, the Relinquishment Agreement provides that Senior and Junior Relinquishment Payments then due and owing are subordinated in right of payment to the Authority's senior secured indebtedness and capital lease obligations, and that Junior Relinquishment Payments then due and owing are further subordinated in right of payment to all of the Authority's other senior indebtedness. The Relinquishment Agreement also provides that all relinquishment payments are subordinated in right of payment to minimum priority distribution payments, which are required monthly payments made by the Authority to the Tribe under the Priority Distribution Agreement, to the extent then due. The Authority, in accordance with authoritative guidance issued by the FASB pertaining to the accounting for contingencies, recorded a $549.1 million relinquishment liability at September 30, 1998 based on the estimated present value of its obligations under the Relinquishment Agreement.

As of March 31, 2014 and September 30, 2013, the carrying amount of the relinquishment liability was $50.2 million and $74.4 million, respectively. The decrease in the relinquishment liability during the six months ended March 31, 2014 was due to $25.3 million in relinquishment payments. This reduction in the liability was offset by $1.1 million representing the accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):

	For the Six Months Ended
	March 31, 2014		March 31, 2013
Principal	$	23.5	$	22.4
Accretion of discount	1.8		3.3
Total	$	25.3	$	25.7

20

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The accretion of discount to the relinquishment liability reflects the accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. As of March 31, 2014 and September 30, 2013, relinquishment payments earned but unpaid were $11.9 million and $13.3 million, respectively.

NOTE 7—SEGMENT REPORTING:

As of March 31, 2014, the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise, and the Mohegan Sun Golf Club (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise and the Mohegan Sun Golf Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. The Authority's executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut Facilities and the Pennsylvania Facilities on a separate basis. Accordingly, the Authority has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Facilities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Facilities. The Authority's operations related to investments in unconsolidated affiliates and certain other corporate and management operations have not been identified as separate reportable segments, therefore, these operations are included in corporate and other in the following segment disclosures to reconcile to consolidated results.

	For the Three Months Ended						For the Six Months Ended
(in thousands)	March 31, 2014			March 31, 2013			March 31, 2014			March 31, 2013
Net revenues:
Mohegan Sun	$	243,478		$	252,682		$	485,411		$	505,872
Mohegan Sun at Pocono Downs	72,986			72,639			143,669			143,927
Corporate and other	1,492			374			2,231			651
Inter-segment revenues	(1,273		)	—			(1,805		)	—
Total	$	316,683		$	325,695		$	629,506		$	650,450
Income (loss) from operations:
Mohegan Sun	$	45,728		$	53,132		$	80,371		$	101,258
Mohegan Sun at Pocono Downs	9,042			10,448			16,619			20,006
Corporate and other	(9,687		)	(7,614		)	(18,634		)	(13,099		)
Total	45,083			55,966			78,356			108,165
Accretion of discount to the relinquishment liability	(551		)	(1,244		)	(1,102		)	(2,487		)
Interest income	1,602			1,431			3,246			2,888
Interest expense, net of capitalized interest	(36,297		)	(42,560		)	(75,266		)	(85,834		)
Loss on early extinguishment of debt	(192		)	(395		)	(62,275		)	(403		)
Other expense, net	(174		)	(840		)	(878		)	(1,785		)
Net income (loss)	9,471			12,358			(57,919		)	20,544
Loss attributable to non-controlling interests	155			1,707			291			2,621
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,626		$	14,065		$	(57,628	)	$	23,165

	For the Six Months Ended
	March 31, 2014		March 31, 2013
Capital expenditures incurred:
Mohegan Sun	$	8,218	$	8,566
Mohegan Sun at Pocono Downs	1,994		2,546
Corporate and other	8,949		13,490
Total	$	19,161	$	24,602
	March 31, 2014		September 30, 2013
Total assets:
Mohegan Sun	$	1,406,329	$	1,425,152
Mohegan Sun at Pocono Downs	562,041		558,700
Corporate and other	139,264		152,298
Total	$	2,107,634	$	2,136,150

21

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 8—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of March 31, 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 March 31, 2014 and September 30, 2013 and for the three months and six months ended March 31, 2014 and 2013 is as follows (in thousands):

22

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS

	March 31, 2014
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	39,693	$	19,206	$	982		$	—		$	59,881
Restricted cash	43		1,216		—			—			1,259
Receivables, net	27,219		1,972		876			(422		)	29,645
Inventories	13,945		1,500		—			—			15,445
Other current assets	18,837		1,545		5,026			—			25,408
Total current assets	99,737		25,439		6,884			(422		)	131,638
Non-current assets:
Property and equipment, net	1,168,964		227,418		59,118			—			1,455,500
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,451		284,862		—			—			405,313
Other assets, net	32,083		3,911		46,498			(6,768		)	75,724
Intercompany receivables	256,799		54,635		1,726			(313,160		)	—
Investment in subsidiaries	313,679		—		—			(313,679		)	—
Total assets	$	1,991,713	$	635,724	$	114,226		$	(634,029	)	$	2,107,634
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	51,982	$	—	$	442		$	—		$	52,424
Current portion of relinquishment liability	50,216		—		—			—			50,216
Due to Mohegan Tribe	1,338		—		5,750			—			7,088
Current portion of capital leases	1,567		76		—			(76		)	1,567
Trade payables	8,541		2,250		21			—			10,812
Construction payables	2,436		125		2,538			—			5,099
Accrued interest payable	7,467		—		2,808			—			10,275
Other current liabilities	100,781		29,437		4,991			(346		)	134,863
Total current liabilities	224,328		31,888		16,550			(422		)	272,344
Non-current liabilities:
Long-term debt, net of current portion	1,640,005		—		45,000			—			1,685,005
Relinquishment liability, net of current portion	—		—		—			—			—
Due to Mohegan Tribe, net of current portion	—		—		20,420			—			20,420
Capital leases, net of current portion	2,745		6,562		—			(6,562		)	2,745
Other long-term liabilities	2,711		—		2,943			—			5,654
Intercompany payables	—		256,459		56,701			(313,160		)	—
Accumulated losses in excess of investment in subsidiaries	—		19,249		—			(19,249		)	—
Total liabilities	1,869,789		314,158		141,614			(339,393		)	1,986,168
Capital:
Retained earnings	121,924		321,566		(27,388		)	(294,494		)	121,608
Mohegan Tribal Gaming Authority capital	121,924		321,566		(27,388		)	(294,494		)	121,608
Non-controlling interests	—		—		—			(142		)	(142		)
Total capital	121,924		321,566		(27,388		)	(294,636		)	121,466
Total liabilities and capital	$	1,991,713	$	635,724	$	114,226		$	(634,029	)	$	2,107,634

___________

(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.

23

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	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.

24

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)

	For the Three Months Ended March 31, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	210,530		$	67,870		$	—		$	—		$	278,400
Food and beverage	15,445			7,168			—			—			22,613
Hotel	10,764			1,147			—			—			11,911
Retail, entertainment and other	23,688			2,099			1,504			(1,273		)	26,018
Gross revenues	260,427			78,284			1,504			(1,273		)	338,942
Less-Promotional allowances	(16,960		)	(5,292		)	(6		)	(1		)	(22,259		)
Net revenues	243,467			72,992			1,498			(1,274		)	316,683
Operating costs and expenses:
Gaming	116,506			49,233			—			—			165,739
Food and beverage	8,735			2,014			—			—			10,749
Hotel	3,969			1,318			—			(1,213		)	4,074
Retail, entertainment and other	10,256			1,097			—			(1		)	11,352
Advertising, general and administrative	39,815			8,073			7,856			(7,875		)	47,869
Corporate	3,045			—			—			7,815			10,860
Depreciation and amortization	17,162			3,477			240			—			20,879
Loss on disposition of assets	52			1			—			—			53
Pre-opening	—			25			—			—			25
Total operating costs and expenses	199,540			65,238			8,096			(1,274		)	271,600
Income (loss) from operations	43,927			7,754			(6,598		)	—			45,083
Other income (expense):
Accretion of discount to the relinquishment liability	(551		)	—			—			—			(551		)
Interest income	20			1,113			1,688			(1,219		)	1,602
Interest expense, net of capitalized interest	(23,293		)	(10,888		)	(3,335		)	1,219			(36,297		)
Loss on early extinguishment of debt	(192		)	—			—			—			(192		)
Loss on interests in subsidiaries	(10,402		)	(7,110		)	—			17,512			—
Other (income) expense, net	117			—			(291		)	—			(174		)
Total other expense	(34,301		)	(16,885		)	(1,938		)	17,512			(35,612		)
Net income (loss)	9,626			(9,131		)	(8,536		)	17,512			9,471
Loss attributable to non-controlling interests	—			—			—			155			155
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,626		$	(9,131	)	$	(8,536	)	$	17,667		$	9,626

___________

(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.

25

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Three Months Ended March 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	252,831		$	72,497		$	428		$	(61	)	$	325,695
Operating costs and expenses:
Gaming and other operations	140,736			52,207			—			(1		)	192,942
Advertising, general and administrative	44,532			7,687			4,448			(60		)	56,607
Depreciation and amortization	16,631			3,320			—			—			19,951
Severance	33			124			—			—			157
Pre-opening	—			72			—			—			72
Total operating costs and expenses	201,932			63,410			4,448			(61		)	269,729
Income (loss) from operations	50,899			9,087			(4,020		)	—			55,966
Accretion of discount to the relinquishment liability	(1,244		)	—			—			—			(1,244		)
Interest expense, net of capitalized interest	(29,489		)	(11,043		)	(2,505		)	477			(42,560		)
Loss on early extinguishment of debt	(395		)	—			—			—			(395		)
Loss on interests in subsidiaries	(5,737		)	(1,843		)	—			7,580			—
Other income, net	31			483			554			(477		)	591
Net income (loss)	14,065			(3,316		)	(5,971		)	7,580			12,358
Loss attributable to non-controlling interests	—			—			—			1,707			1,707
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	14,065		$	(3,316	)	$	(5,971	)	$	9,287		$	14,065

___________

(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.

26

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Six Months Ended March 31, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	419,004		$	134,149		$	—		$	—		$	553,153
Food and beverage	31,369			13,963			—			—			45,332
Hotel	21,015			1,588			—			—			22,603
Retail, entertainment and other	50,947			4,125			2,256			(1,805		)	55,523
Gross revenues	522,335			153,825			2,256			(1,805		)	676,611
Less-Promotional allowances	(37,227		)	(9,867		)	(9		)	(2		)	(47,105		)
Net revenues	485,108			143,958			2,247			(1,807		)	629,506
Operating costs and expenses:
Gaming	244,622			97,419			—			—			342,041
Food and beverage	16,739			4,109			—			—			20,848
Hotel	7,626			1,853			—			(1,685		)	7,794
Retail, entertainment and other	22,188			1,942			—			(2		)	24,128
Advertising, general and administrative	78,318			16,531			13,901			(13,939		)	94,811
Corporate	6,473			—			—			13,819			20,292
Depreciation and amortization	32,694			6,898			405			—			39,997
Loss on disposition of assets	51			1			—			—			52
Pre-opening	—			1,187			—			—			1,187
Total operating costs and expenses	408,711			129,940			14,306			(1,807		)	551,150
Income (loss) from operations	76,397			14,018			(12,059		)	—			78,356
Other income (expense):
Accretion of discount to the relinquishment liability	(1,102		)	—			—			—			(1,102		)
Interest income	45			2,097			3,337			(2,233		)	3,246
Interest expense, net of capitalized interest	(49,289		)	(22,205		)	(6,005		)	2,233			(75,266		)
Loss on early extinguishment of debt	(62,275		)	—			—			—			(62,275		)
Loss on interests in subsidiaries	(21,519		)	(12,417		)	—			33,936			—
Other income (expense), net	115			—			(993		)	—			(878		)
Total other expense	(134,025		)	(32,525		)	(3,661		)	33,936			(136,275		)
Net income (loss)	(57,628		)	(18,507		)	(15,720		)	33,936			(57,919		)
Loss attributable to non-controlling interests	—			—			—			291			291
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(57,628	)	$	(18,507	)	$	(15,720	)	$	34,227		$	(57,628	)

___________

(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.

27

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Six Months Ended March 31, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	505,581		$	144,453		$	781		$	(365	)	$	650,450
Operating costs and expenses:
Gaming and other operations	288,349			104,959			—			(245		)	393,063
Advertising, general and administrative	86,715			15,238			7,091			(120		)	108,924
Depreciation and amortization	33,486			6,629			—			—			40,115
Loss on disposition of assets	133			—			—			—			133
Severance	(146		)	124			—			—			(22		)
Pre-opening	—			72			—			—			72
Total operating costs and expenses	408,537			127,022			7,091			(365		)	542,285
Income (loss) from operations	97,044			17,431			(6,310		)	—			108,165
Accretion of discount to the relinquishment liability	(2,487		)	—			—			—			(2,487		)
Interest expense, net of capitalized interest	(59,604		)	(21,907		)	(5,166		)	843			(85,834		)
Loss on early extinguishment of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(11,487		)	(2,722		)	—			14,209			—
Other income, net	102			853			991			(843		)	1,103
Net income (loss)	23,165			(6,345		)	(10,485		)	14,209			20,544
Loss attributable to non-controlling interests	—			—			—			2,621			2,621
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	23,165		$	(6,345	)	$	(10,485	)	$	16,830		$	23,165

___________

(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.

28

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Six Months Ended March 31, 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	$	(57,628	)	$	(18,507	)	$	(15,720	)	$	33,936		$	(57,919	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	32,694			6,898			405			—			39,997
Accretion of discount to the relinquishment liability	1,102			—			—			—			1,102
Cash paid for accretion of discount to the relinquishment liability	(1,794		)	—			—			—			(1,794		)
Loss on early extinguishment of debt	58,479			—			—			—			58,479
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	4,142			—			159			—			4,301
Provision for losses on receivables	237			119			1,266			—			1,622
Loss on disposition of assets	51			1			—			—			52
(Gain) loss from unconsolidated affiliates	(129		)	—			983			—			854
Changes in operating assets and liabilities:
(Increase) decrease in receivables	(4,274		)	626			(563		)	348			(3,863		)
Increase in inventories	(1,017		)	(438		)	—			—			(1,455		)
Increase in other assets	(1,182		)	(374		)	(3,620		)	(30		)	(5,206		)
Increase (decrease) in trade payables	(360		)	637			10			—			287
Decrease in accrued interest	(11,149		)	—			(1,872		)	—			(13,021		)
Increase in other liabilities	8,826			366			4,834			(346		)	13,680
Intercompany transactions	(617		)	32,389			2,160			(33,932		)	—
Net cash flows provided by (used in) operating activities	(20,774		)	21,717			(11,958		)	(24		)	(11,039		)
Cash flows used in investing activities:
Purchases of property and equipment, net of change in construction payables	(9,600		)	(2,671		)	(10,074		)	—			(22,345		)
Issuance of third-party loans and advances	—			—			(1,026		)	—			(1,026		)
Payments received on third-party loans	569			—			—			—			569
(Increase) decrease in restricted cash, net	46			(11		)	12,043			—			12,078
Proceeds from asset sales	36			—			—			—			36
Payment of escrow deposit	—			—			(3,356		)	—			(3,356		)
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Intercompany transactions	1,211			(15,416		)	—			14,205			—
Net cash flows used in investing activities	(7,738		)	(18,098		)	(2,442		)	14,205			(14,073		)
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	130,000			—			—			—			130,000
Senior Secured Credit Facility repayments - Revolving	(91,000		)	—			—			—			(91,000		)
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	(1,825		)	—			—			—			(1,825		)
Line of Credit borrowings	156,992			—			—			—			156,992
Line of Credit repayments	(150,453		)	—			—			—			(150,453		)
Repayments to Mohegan Tribe	—			—			(2,750		)	—			(2,750		)
Repayments of other long-term debt	(190,984		)	—			(26		)	—			(191,010		)

29

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Principal portion of relinquishment liability payments	(23,457		)	—			—		—			(23,457		)
Distributions to Mohegan Tribe	(20,000		)	—			—		—			(20,000		)
Payments of financing fees	(12,629		)	—			—		—			(12,629		)
Payments on capital lease obligations	(1,128		)	(24		)	—		24			(1,128		)
Intercompany transactions	—			(3,044		)	17,249		(14,205		)	—
Net cash flows provided by (used in) financing activities	24,145			(3,068		)	14,473		(14,181		)	21,369
Net increase (decrease) in cash and cash equivalents	(4,367		)	551			73		—			(3,743		)
Cash and cash equivalents at beginning of period	44,060			18,655			909		—			63,624
Cash and cash equivalents at end of period	$	39,693		$	19,206		$	982	$	—		$	59,881

___________

(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 Six Months Ended March 31, 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	$	41,359		$	24,740		$	(5,111	)	$	—		$	60,988
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of change in construction payables	(10,703		)	(2,616		)	(8,956		)	—			(22,275		)
Decrease in restricted cash, net	—			63			10,619			—			10,682
Investments in unconsolidated affiliates	—			—			(4,932		)	—			(4,932		)
Other cash flows provided by (used in) investing activities	31,728			(9,011		)	(937		)	(22,500		)	(720		)
Net cash flows provided by (used in) investing activities	21,025			(11,564		)	(4,206		)	(22,500		)	(17,245		)
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	(2,000		)	—			—			—			(2,000		)
Repayments to Mohegan Tribe	—			—			(4,974		)	—			(4,974		)
Repayments of other long-term debt	(15,775		)	—			(17		)	—			(15,792		)
Principal portion of relinquishment liability payments	(22,429		)	—			—			—			(22,429		)
Distributions to Mohegan Tribe	(20,000		)	—			—			—			(20,000		)
Payments of financing fees	(3,041		)	—			(200		)	—			(3,241		)
Other cash flows provided by (used in) financing activities	(26,555		)	(13,489		)	15,243			22,500			(2,301		)
Net cash flows provided by (used in) financing activities	(89,800		)	(13,489		)	10,052			22,500			(70,737		)
Net increase (decrease) in cash and cash equivalents	(27,416		)	(313		)	735			—			(26,994		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	64,420		$	21,444		$	1,226		$	—		$	87,090

___________

(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.

30

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Such statements include information relating to business development activities, as well as capital spending, financing sources and the effects of regulation, including gaming and tax regulation, and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results, and accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:

• the financial performance of Mohegan Sun and Mohegan Sun at Pocono Downs and our Pennsylvania off-track wagering facilities;

• the local, regional, national or global economic climate, including the lingering effects of the most recent economic recession, which negatively affected our revenues and earnings;

• increased competition, including the expansion of gaming in New England, New York, New Jersey or Pennsylvania;

• our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;

• the continued availability of financing;

• our dependence on existing management;

• our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities;

• changes in federal or state tax laws or the administration of such laws;

• changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations;

• changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at our facilities;

• our ability to successfully implement our diversification strategy;

• an act of terrorism on the United States;

• our customers' access to inexpensive transportation to our facilities and changes in oil, fuel or other transportation-related expenses; and

• unfavorable weather conditions.

Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, as well as our other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes beginning on page 3 of this Quarterly Report on Form 10-Q.

Overview

The Tribe and the Authority

The Mohegan Tribe of Indians of Connecticut, or the Mohegan Tribe or the Tribe, is a federally-recognized Indian tribe with an approximately 544-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Tribe, with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in southern New England offering traditional slot machines and table games. Through our subsidiary, Downs Racing, L.P., or Downs Racing, we also own and operate Mohegan Sun at Pocono Downs, a gaming and entertainment facility located in Plains Township, Pennsylvania, and several off-track wagering facilities,

31

or OTW facilities, located elsewhere in Pennsylvania, collectively the Pennsylvania facilities. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.

Mohegan Sun

In October 1996, we opened a gaming and entertainment complex known as Mohegan Sun. Mohegan Sun is located on a 185-acre site on the Tribe's reservation overlooking the Thames River with direct access from Interstate 395 and Connecticut Route 2A. Mohegan Sun is approximately 125 miles from New York City, New York, and approximately 100 miles from Boston, Massachusetts. In 2002, we completed a major expansion of Mohegan Sun known as Project Sunburst, which included increased gaming, restaurant and retail space, an entertainment arena, an approximately 1,200-room luxury Sky Hotel Tower and approximately 100,000 square feet of convention space. In 2007, we opened Sunrise Square, and, in 2008, we opened Casino of the Wind, both components of Mohegan Sun's Project Horizon expansion.

Mohegan Sun currently operates in an approximately 3.1 million square-foot facility, which includes the following:

Casino of the Earth

As of March 31, 2014, Casino of the Earth offered:

• approximately 188,000 square feet of gaming space;

• approximately 2,860 slot machines and 160 table games, including blackjack, roulette and craps;

• Sunrise Square, a 9,800-square-foot Asian-themed gaming area;

• an approximately 9,000-square-foot simulcasting Racebook facility;

• food and beverage amenities, including: Seasons Buffet, a 784-seat multi-station buffet with live cooking stations, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Bobby Flay's Bobby's Burger Palace, Bow & Arrow Sports Bar and multiple service bars, all operated by us, as well as Ballo Italian Restaurant & Social Club, Frank Pepe Pizzeria Napoletana, Hash House a Go Go and Fidelia's Market, an approximately 290-seat multi-station food court, operated by third-parties, for a total restaurant seating of approximately 2,125;

• four Mohegan Sun-owned retail shops, offering products ranging from Mohegan Sun logo souvenirs to cigars; and

• the Wolf Den, an approximately 10,000-square-foot, 400-seat lounge featuring live entertainment seven days a week.

Casino of the Sky

As of March 31, 2014, Casino of the Sky offered:

• approximately 119,000 square feet of gaming space;

• approximately 2,045 slot machines and 105 table games, including blackjack, roulette and craps;

• food and beverage amenities, including: Todd English's Tuscany, Bobby Flay's Bar Americain, a 24-hour coffee shop and three lounges and bars, all operated by us, as well as five full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total restaurant seating of approximately 2,295;

• The Shops at Mohegan Sun containing 32 retail shops, six of which we own;

• the Mohegan Sun Arena with seating for up to 10,000;

• a 350-seat Cabaret theatre;

• an approximately 1,200-room luxury Sky Hotel Tower, including a private high-limit table games suite;

• Landsdowne Irish Pub and Music House, Avalon Nightclub and Vista Lounge, all operated by a third-party;

• an approximately 20,000-square-foot spa operated by a third-party;

• approximately 100,000 square feet of convention space; and

• a child care facility and an arcade-style entertainment area operated by a third-party.

Casino of the Wind

As of March 31, 2014, Casino of the Wind offered:

• approximately 45,000 square feet of gaming space;

• approximately 545 slot machines, 25 table games, including blackjack, roulette and craps, and a 42-table themed poker room;

• food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffett's Margaritaville Restaurant and a casual dining restaurant operated by third-parties, for a total restaurant seating of approximately 475;

• Mist, a nightlife entertainment venue operated by us; and

• a retail shop operated by a third-party.

32

Mohegan Sun offers parking for approximately 13,000 patrons and 3,900 employees. We also operate an approximately 3,600-square-foot, 20-pump gasoline and convenience center for patrons, as well as a 10-pump gasoline center for employees, both located adjacent to Mohegan Sun. In addition, Mohegan Sun is a CT Lottery retailer.

Connecticut Sun

Through Mohegan Basketball Club, LLC, or MBC, we own and operate the Connecticut Sun franchise, a professional basketball team in the Women's National Basketball Association. The team plays its home games in the Mohegan Sun Arena.

Mohegan Sun Golf Club

Through Mohegan Golf, LLC, or Mohegan Golf, we own and operate the Mohegan Sun Golf Club, a private 18-hole championship golf course, restaurant and bar located in Sprague and Franklin, Connecticut.

Mohegan Sun at Pocono Downs

Through Downs Racing, we own and operate a gaming and entertainment facility known as Mohegan Sun at Pocono Downs located on a 400-acre site in Plains Township, Pennsylvania, and OTW facilities located in Carbondale, East Stroudsburg and Lehigh Valley, Pennsylvania. In November 2006, Mohegan Sun at Pocono Downs became the first location to offer slot machine gaming in the Commonwealth of Pennsylvania when Phase I of its gaming and entertainment facility opened. In July 2008, we completed a major expansion of Mohegan Sun at Pocono Downs known as Project Sunrise, which included increased gaming, restaurant and retail space, and, in July 2010, we opened our table game and poker operations, including additional non-smoking sections and a high-limit gaming area. We recently completed Project Sunlight, a hotel and convention center expansion located adjacent to the Mohegan Sun at Pocono Downs casino.

Mohegan Sun at Pocono Downs currently operates in an approximately 400,000-square-foot facility, which includes the following as of March 31, 2014:

• approximately 82,000 square feet of gaming space;

• approximately 2,330 slot machines, 69 table games, including blackjack, roulette and craps, and an 18-table poker room;

• live harness racing and simulcast and off-track wagering;

• a 238-room hotel;

• approximately 20,000 square feet of convention space;

• food and beverage amenities, including: Ruth's Chris Steakhouse, Rustic Kitchen Bistro and Bar, which features dining and a live cooking show, Bar Louie, a casual bar and restaurant, Timbers Buffet, a 300-seat Mohegan Indian cultural heritage themed multi-station buffet, and a food court, including: Johnny Rockets, Wok 8, Puck Express by Wolfgang Puck and Ben & Jerry's Ice Cream, for a total seating of approximately 1,800;

• four retail shops, one of which we own, offering products ranging from Mohegan Sun at Pocono Downs logo souvenirs to fine apparel; and

• three bars/lounges: Sunburst Bar, featured in the center of the gaming floor, Breakers Night Club and Pearl Sushi Bar.

Project Sunlight

Project Sunlight, a $50 million hotel expansion project located adjacent to the Mohegan Sun at Pocono Downs casino, opened to the public on November 15, 2013. This expansion includes a 238-room hotel and an approximately 20,000-square-foot convention center. The hotel is comprised of a combination of standard guest rooms and suites and features rooms with exclusive views of the race track, as well as a fitness center and an indoor pool and spa. A new porte-cochere also was added for additional guest convenience. The convention center is located adjacent to the hotel and can accommodate a number of different sized groups, including up to 800 for seated banquets. This space also can be converted into a 1,500-seat concert venue.

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two current gaming operations in southern New England offering traditional slot machines and table games, with the other operation being our sole gaming competitor in the State of Connecticut, Foxwoods Resort Casino, or Foxwoods, owned by the Mashantucket Pequot Tribe and located approximately 10 miles from Mohegan Sun. We also face competition from racino and video lottery terminal facilities in the states of Rhode Island and New York and gaming facilities in the states of New York and New Jersey. In addition, we face competition in and from the Northeastern Pennsylvania gaming market, both in the immediate market for Mohegan Sun at Pocono Downs, and for Mohegan Sun, in marketing and attracting patrons from the New York City metropolitan region.Please refer to “Part I. Item 1. Business-Market and Competition from Other Gaming Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and our other reports and filings with the SEC for further details regarding current and potential competition from other gaming operations.

33

Explanation of Key Financial Statement Captions

There has been no material change from the explanation of key financial statement captions previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Results of Operations

Summary Operating Results

As of March 31, 2014, we own and operate, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise, and the Mohegan Sun Golf Club, or collectively, the Connecticut facilities, and the Pennsylvania facilities. Substantially all of our revenues are derived from these operations. The Connecticut Sun franchise and the Mohegan Sun Golf Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. Our executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut facilities and the Pennsylvania facilities on a separate basis. Accordingly, we have two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut facilities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania facilities.

The following table summarizes our results on a property basis (in thousands, except where noted):

	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2014			2013			Variance			Percentage Variance		2014			2013			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	243,478		$	252,682		$	(9,204	)	(3.6	)%	$	485,411		$	505,872		$	(20,461	)	(4.0	)%
Mohegan Sun at Pocono Downs	72,986			72,639			347			0.5	%	143,669			143,927			(258		)	(0.2	)%
Corporate and other	1,492			374			1,118			298.9	%	2,231			651			1,580			242.7	%
Inter-segment revenues	(1,273		)	—			(1,273		)	100.0	%	(1,805		)	—			(1,805		)	100.0	%
Total	$	316,683		$	325,695		$	(9,012	)	(2.8	)%	$	629,506		$	650,450		$	(20,944	)	(3.2	)%
Income (loss) from operations:
Mohegan Sun	$	45,728		$	53,132		$	(7,404	)	(13.9	)%	$	80,371		$	101,258		$	(20,887	)	(20.6	)%
Mohegan Sun at Pocono Downs	9,042			10,448			(1,406		)	(13.5	)%	16,619			20,006			(3,387		)	(16.9	)%
Corporate and other	(9,687		)	(7,614		)	(2,073		)	27.2	%	(18,634		)	(13,099		)	(5,535		)	42.3	%
Total	$	45,083		$	55,966		$	(10,883	)	(19.4	)%	$	78,356		$	108,165		$	(29,809	)	(27.6	)%
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,626		$	14,065		$	(4,439	)	(31.6	)%	$	(57,628	)	$	23,165		$	(80,793	)	(348.8	)%
Operating margin:
Mohegan Sun	18.8		%	21.0		%	(2.2		)%	(10.5	)%	16.6		%	20.0		%	(3.4		)%	(17.0	)%
Mohegan Sun at Pocono Downs	12.4		%	14.4		%	(2.0		)%	(13.9	)%	11.6		%	13.9		%	(2.3		)%	(16.5	)%
Total	14.2		%	17.2		%	(3.0		)%	(17.4	)%	12.4		%	16.6		%	(4.2		)%	(25.3	)%

The most significant factors and trends that we believe impacted our operating and financial performance were as follows:

• unfavorable weather conditions;

• a prolonged sluggish regional economic environment and its related impact on consumer discretionary spending;

• a more competitive gaming market;

• higher Corporate expenses;

• lower table games hold percentage;

• the November 2013 opening of hotel operations at Mohegan Sun at Pocono Downs;

• continued changes in operations designed to improve profitability;

• continued focus on managing expenses and enhancing operating efficiencies;

• lower interest expense; and

• a $62.3 million non-operating loss on early extinguishment of debt.

Net revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily as a result of lower gaming revenues at both Mohegan Sun and Mohegan Sun at Pocono Downs.

34

Income from operations for the three months and six months ended March 31, 2014 compared to the same periods in the prior year decreased primarily due to the reductions in net revenues, combined with higher Corporate expenses.

Net income attributable to the Authority for the three months ended March 31, 2014 compared to the same period in the prior year declined primarily as a result of the reduction in income from operations, partially offset by lower interest expense driven by our August and November 2013 refinancing transactions. Net income attributable to the Authority for the six months ended March 31, 2014 compared to the same period in the prior year declined primarily due to the loss on early extinguishment of debt, combined with the reduction in income from operations. These results were partially offset by lower interest expense.

Mohegan Sun

Gross Revenues

Gross revenues consisted of the following (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance			Percentage Variance
Gaming	$	210,530	$	222,845	$	(12,315	)	(5.5	)%	$	419,004	$	445,119	$	(26,115	)	(5.9	)%
Food and beverage	15,449		14,009		1,440			10.3	%	31,430		28,947		2,483			8.6	%
Hotel	10,764		10,101		663			6.6	%	21,015		20,045		970			4.8	%
Retail, entertainment and other	23,682		22,706		976			4.3	%	51,165		47,522		3,643			7.7	%
Total	$	260,425	$	269,661	$	(9,236	)	(3.4	)%	$	522,614	$	541,633	$	(19,019	)	(3.5	)%

The following table summarizes the percentage of gross revenues from each of the four revenue sources:

	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2014		2013		2014		2013
Gaming	80.9	%	82.6	%	80.2	%	82.2	%
Food and beverage	5.9	%	5.2	%	6.0	%	5.3	%
Hotel	4.1	%	3.8	%	4.0	%	3.7	%
Retail, entertainment and other	9.1	%	8.4	%	9.8	%	8.8	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

The following table presents data related to gaming operations (in thousands, except where noted):

	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2014			2013			Variance			Percentage Variance		2014			2013			Variance			Percentage Variance
Slots:
Handle	$	1,693,935		$	1,823,977		$	(130,042	)	(7.1	)%	$	3,484,765		$	3,608,981		$	(124,216	)	(3.4	)%
Gross revenues	$	138,918		$	151,172		$	(12,254	)	(8.1	)%	$	283,081		$	299,650		$	(16,569	)	(5.5	)%
Net revenues	$	134,439		$	144,979		$	(10,540	)	(7.3	)%	$	273,365		$	287,635		$	(14,270	)	(5.0	)%
Free promotional slot plays (1)	$	14,878		$	14,975		$	(97	)	(0.6	)%	$	30,837		$	28,795		$	2,042		7.1	%
Weighted average number of machines (in units)	5,473			5,541			(68		)	(1.2	)%	5,501			5,575			(74		)	(1.3	)%
Hold percentage (gross)	8.2		%	8.3		%	(0.1		)%	(1.2	)%	8.1		%	8.3		%	(0.2		)%	(2.4	)%
Win per unit per day (gross) (in dollars)	$	282		$	303		$	(21	)	(6.9	)%	$	283		$	295		$	(12	)	(4.1	)%
Table games:
Drop	$	444,941		$	437,835		$	7,106		1.6	%	$	940,663		$	901,449		$	39,214		4.4	%
Revenues	$	72,137		$	73,846		$	(1,709	)	(2.3	)%	$	137,870		$	149,397		$	(11,527	)	(7.7	)%
Weighted average number of games (in units)	289			286			3			1.0	%	287			286			1			0.3	%
Hold percentage (2)	16.2		%	16.9		%	(0.7		)%	(4.1	)%	14.7		%	16.6		%	(1.9		)%	(11.4	)%
Win per unit per day (in dollars)	$	2,770		$	2,872		$	(102	)	(3.6	)%	$	2,643		$	2,868		$	(225	)	(7.8	)%
Poker:
Revenues	$	2,634		$	2,574		$	60		2.3	%	$	5,105		$	5,145		$	(40	)	(0.8	)%
Weighted average number of tables (in units)	42			42			—			—		42			42			—			—
Revenue per unit per day (in dollars)	$	697		$	681		$	16		2.3	%	$	670		$	673		$	(3	)	(0.4	)%

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_________

(1) Free promotional slot plays are included in slot handle, but not reflected in slot revenues.

(2) Table game hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods.

Gaming revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily as a result of lower slot revenues which we believe was primarily driven by unfavorable weather conditions, a prolonged sluggish regional economic environment and a more competitive gaming market. The declines in gaming revenues also reflected lower table game revenues due to lower table games hold percentage.

The following table presents data related to food and beverage operations (in thousands, except where noted):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance			Percentage Variance
Meals served	705		634		71			11.2	%	1,443		1,339		104			7.8	%
Average price per meal served (in dollars)	$	16.14	$	16.31	$	(0.17	)	(1.0	)%	$	16.18	$	16.20	$	(0.02	)	(0.1	)%

Food and beverage revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily due to the increases in meals served. The increases in meals served reflected changes in our promotional programs designed to improve profitability.

The following table presents data related to hotel operations (in thousands, except where noted):

	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2014			2013			Variance			Percentage Variance		2014			2013			Variance			Percentage Variance
Rooms occupied	103			102			1			1.0	%	207			206			1			0.5	%
Occupancy rate	97.5		%	96.7		%	0.8		%	0.8	%	96.7		%	96.4		%	0.3		%	0.3	%
Average daily room rate (in dollars)	$	98		$	94		$	4		4.3	%	$	97		$	93		$	4		4.3	%
Revenue per available room (in dollars)	$	96		$	91		$	5		5.5	%	$	94		$	90		$	4		4.4	%

Hotel revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of increases in hotel occupancy by higher paying transient and group guests.

The following table presents data related to entertainment operations (in thousands, except where noted):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance		Percentage Variance
Arena events (in events)	24		19		5			26.3	%	49		45		4		8.9	%
Arena tickets	153		113		40			35.4	%	306		277		29		10.5	%
Average price per arena ticket (in dollars)	$	49.56	$	54.24	$	(4.68	)	(8.6	)%	$	58.13	$	52.89	$	5.24	9.9	%

Retail, entertainment and other revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily due to higher entertainment revenues resulting from the increases in the number of shows held at the Mohegan Sun Arena. Entertainment revenues for the six months ended March 31, 2014 also benefited from shows with higher average price per arena ticket.

Promotional Allowances

The retail value of providing promotional allowances was included in revenues as follows (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance			Percentage Variance
Food and beverage	$	5,747	$	5,046	$	701		13.9	%	$	12,585	$	10,444	$	2,141		20.5	%
Hotel	3,177		3,389		(212		)	(6.3	)%	6,535		6,933		(398		)	(5.7	)%
Retail, entertainment and other	8,023		8,544		(521		)	(6.1	)%	18,083		18,384		(301		)	(1.6	)%
Total	$	16,947	$	16,979	$	(32	)	(0.2	)%	$	37,203	$	35,761	$	1,442		4.0	%

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The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance			Percentage Variance
Food and beverage	$	5,885	$	5,311	$	574		10.8	%	$	12,575	$	10,649	$	1,926		18.1	%
Hotel	1,648		1,773		(125		)	(7.1	)%	3,409		3,626		(217		)	(6.0	)%
Retail, entertainment and other	7,680		8,319		(639		)	(7.7	)%	16,844		17,696		(852		)	(4.8	)%
Total	$	15,213	$	15,403	$	(190	)	(1.2	)%	$	32,828	$	31,971	$	857		2.7	%

Promotional allowances for the three months ended March 31, 2014 compared to the same period in the prior year declined primarily as a result of lower retail promotional allowances, partially offset by higher food and beverage promotional allowances, both driven by changes in our promotional programs designed to improve profitability. Promotional allowances for the six months ended March 31, 2014 compared to the same period in the prior year increased primarily due to higher food and beverage promotional allowances, partially offset by lower hotel promotional allowances.

Operating Costs and Expenses

Operating costs and expenses consisted of the following (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013			Variance			Percentage Variance
Gaming	$	116,506	$	120,313	$	(3,807	)	(3.2	)%	$	244,622	$	246,528		$	(1,906	)	(0.8	)%
Food and beverage	8,764		8,312		452			5.4	%	16,836		16,997			(161		)	(0.9	)%
Hotel	3,969		3,538		431			12.2	%	7,626		6,931			695			10.0	%
Retail, entertainment and other	10,655		8,877		1,778			20.0	%	23,098		18,897			4,201			22.2	%
Advertising, general and administrative	40,321		41,538		(1,217		)	(2.9	)%	79,486		81,162			(1,676		)	(2.1	)%
Depreciation and amortization	17,483		16,939		544			3.2	%	33,321		34,112			(791		)	(2.3	)%
Loss on disposition of assets	52		—		52			100.0	%	51		133			(82		)	(61.7	)%
Severance	—		33		(33		)	(100.0	)%	—		(146		)	146			(100.0	)%
Total	$	197,750	$	199,550	$	(1,800	)	(0.9	)%	$	405,040	$	404,614		$	426		0.1	%

Gaming costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily as a result of lower combined slot win and free promotional slot play contribution expenses commensurate with the declines in slot revenues, partially offset by higher casino marketing and promotional expenses. Gaming costs and expenses for the six months ended March 31, 2014 also reflected higher costs related to coupon redemptions at Mohegan Sun-owned facilities and third-party outlets. Expenses associated with the combined slot win and free promotional slot play contributions totaled $34.7 million and $71.0 million for the three months and six months ended March 31, 2014, respectively, and $37.8 million and $74.9 million for the three months and six months ended March 31, 2013, respectively. Gaming costs and expenses as a percentage of gaming revenues were 55.3% and 58.4% for the three months and six months ended March 31, 2014, respectively, and 54.0% and 55.4% for the three months and six months ended March 31, 2013, respectively.

Food and beverage costs and expenses for the three months ended March 31, 2014 compared to the same period in the prior year increased primarily due to higher cost of goods sold commensurate with the increase in food and beverage revenues, partially offset by increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses. Food and beverage costs and expenses for the six months ended March 31, 2014 compared to the same period in the prior year declined primarily due to increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses, partially offset by higher cost of goods sold commensurate with the increase in food and beverage revenues.

Hotel costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of higher payroll costs, combined with decreased use of hotel complimentaries, resulting in lower amounts of hotel costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily due to higher arena expenses commensurate with the increases in the

37

number of events held at the Mohegan Sun Arena. The increases in retail, entertainment and other costs and expenses also reflected decreased use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs being allocated to gaming costs and expenses. The increase in retail, entertainment and other costs and expenses for the six months ended March 31, 2014 also resulted from higher direct entertainment costs.

Advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily as a result of reductions in payroll and insurance costs, as well as expenses associated with services provided by the State of Connecticut. These results were partially offset by higher utility costs.

Mohegan Sun at Pocono Downs

Gross Revenues

Gross revenues consisted of the following (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage Variance		2014		2013		Variance			Percentage Variance
Gaming	$	67,870	$	68,566	$	(696	)	(1.0	)%	$	134,149	$	135,901	$	(1,752	)	(1.3	)%
Food and beverage	7,164		6,006		1,158			19.3	%	13,902		12,057		1,845			15.3	%
Hotel (1)	1,147		—		1,147			100.0	%	1,588		—		1,588			100.0	%
Retail, entertainment and other	2,097		2,019		78			3.9	%	3,888		3,958		(70		)	(1.8	)%
Total	$	78,278	$	76,591	$	1,687		2.2	%	$	153,527	$	151,916	$	1,611		1.1	%

 ___________

(1) Hotel operations commenced on November 15, 2013.

The following table summarizes the percentage of gross revenues from each of the four revenue sources:

	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2014		2013		2014		2013
Gaming	86.7	%	89.5	%	87.4	%	89.5	%
Food and beverage	9.2	%	7.9	%	9.1	%	7.9	%
Hotel (1)	1.4	%	—		1.0	%	—
Retail, entertainment and other	2.7	%	2.6	%	2.5	%	2.6	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

___________

(1) Hotel operations commenced on November 15, 2013.

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The following table presents data related to gaming operations (in thousands, except where noted):

	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2014			2013			Variance			Percentage Variance		2014			2013			Variance			Percentage Variance
Slots:
Handle	$	656,141		$	727,216		$	(71,075	)	(9.8	)%	$	1,281,997		$	1,407,085		$	(125,088	)	(8.9	)%
Gross revenues	$	54,721		$	54,904		$	(183	)	(0.3	)%	$	107,670		$	108,501		$	(831	)	(0.8	)%
Net revenues	$	54,717		$	54,941		$	(224	)	(0.4	)%	$	107,625		$	108,493		$	(868	)	(0.8	)%
Free promotional slot plays (1)	$	11,831		$	19,635		$	(7,804	)	(39.7	)%	$	23,162		$	34,916		$	(11,754	)	(33.7	)%
Weighted average number of machines (in units)	2,331			2,332			(1		)	0.0	%	2,331			2,332			(1		)	0.0	%
Hold percentage (gross)	8.3		%	7.6		%	0.7		%	9.2	%	8.4		%	7.7		%	0.7		%	9.1	%
Win per unit per day (gross) (in dollars)	$	261		$	262		$	(1	)	(0.4	)%	$	254		$	256		$	(2	)	(0.8	)%
Table games:
Drop	$	50,809		$	47,640		$	3,169		6.7	%	$	99,217		$	93,139		$	6,078		6.5	%
Revenues	$	10,040		$	9,292		$	748		8.0	%	$	19,814		$	18,807		$	1,007		5.4	%
Weighted average number of games (in units)	66			66			—			—		66			66			—			—
Hold percentage (2)	19.8		%	19.5		%	0.3		%	1.5	%	20.0		%	20.2		%	(0.2		)%	(1.0	)%
Win per unit per day (in dollars)	$	1,680		$	1,564		$	116		7.4	%	$	1,645		$	1,566		$	79		5.0	%
Poker:
Revenues	$	893		$	1,132		$	(239	)	(21.1	)%	$	1,766		$	2,202		$	(436	)	(19.8	)%
Weighted average number of tables (in units)	18			18			—			—		18			18			—			—
Revenue per unit per day (in dollars)	$	551		$	699		$	(148	)	(21.2	)%	$	539		$	672		$	(133	)	(19.8	)%

_________

(1) Free promotional slot plays are included in slot handle, but not reflected in slot revenues.

(2) Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods.

Gaming revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily as a result of lower slot and poker revenues. The reductions in slot revenues were due to the declines in slot handle which we believe reflected unfavorable weather conditions and a prolonged sluggish regional economic environment. We believe the declines in slot revenues also reflected continued changes in our operations designed to improve profitability. These results were partially offset by higher table game revenues which benefited from the addition of the new hotel.

The following table presents data related to food and beverage operations (in thousands, except where noted):

	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2014		2013		Variance		Percentage Variance		2014		2013		Variance		Percentage Variance
Meals served	187		167		20		12.0	%	366		325		41		12.6	%
Average price per meal served (in dollars)	$	17.69	$	16.09	$	1.60	9.9	%	$	17.56	$	16.92	$	0.64	3.8	%

Food and beverage revenues for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily due to the increases in meals served and average price per meal served. The increases in meals served and average price per meal served benefited from changes in our promotional programs designed to improve profitability and the addition of the new hotel.

The following table presents data related to hotel operations (in thousands, except where noted):

	For the Three Months Ended March 31,										For the Six Months Ended March 31,
	2014			2013		Variance			Percentage Variance		2014			2013		Variance			Percentage Variance
Rooms occupied	19			—		19			100.0	%	27			—		27			100.0	%
Occupancy rate	89.9		%	—		89.9		%	100.0	%	87.3		%	—		87.3		%	100.0	%
Average daily room rate (in dollars)	$	57		$	—	$	57		100.0	%	$	56		$	—	$	56		100.0	%
Revenue per available room (in dollars)	$	51		$	—	$	51		100.0	%	$	49		$	—	$	49		100.0	%

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 ___________

Hotel operations commenced on November 15, 2013.

Retail, entertainment and other revenues for the three months ended March 31, 2014 compared to the same period in the prior year increased primarily as a result of additional entertainment revenues driven by our grand opening festivities for the new hotel which includes a 1,500-seat concert venue. Retail, entertainment and other revenues for the six months ended March 31, 2014 compared to the same period in the prior year declined primarily due to lower tobacco revenues, partially offset by additional entertainment revenues.

Promotional Allowances

The retail value of providing promotional allowances was included in revenues as follows (in thousands):

	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2014		2013		Variance		Percentage Variance		2014		2013		Variance			Percentage Variance
Food and beverage	$	4,424	$	3,544	$	880	24.8	%	$	8,514	$	7,106	$	1,408		19.8	%
Hotel	384		—		384		100.0	%	542		—		542			100.0	%
Retail, entertainment and other	484		408		76		18.6	%	802		883		(81		)	(9.2	)%
Total	$	5,292	$	3,952	$	1,340	33.9	%	$	9,858	$	7,989	$	1,869		23.4	%

The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):

	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2014		2013		Variance		Percentage Variance		2014		2013		Variance			Percentage Variance
Food and beverage	$	3,040	$	2,594	$	446	17.2	%	$	5,931	$	5,308	$	623		11.7	%
Hotel	658		—		658		100	%	951		—		951			100.0	%
Retail, entertainment and other	471		470		1		0.2	%	828		984		(156		)	(15.9	)%
Total	$	4,169	$	3,064	$	1,105	36.1	%	$	7,710	$	6,292	$	1,418		22.5	%

Promotional allowances for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of higher food and beverage promotional allowances driven by changes in our promotional programs designed to improve profitability, combined with additional hotel promotional allowances.

Operating Costs and Expenses

Operating costs and expenses consisted of the following (in thousands):

	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2014		2013		Variance			Percentage   Variance		2014		2013		Variance			Percentage   Variance
Gaming	$	49,233	$	49,773	$	(540	)	(1.1	)%	$	97,419	$	99,344	$	(1,925	)	(1.9	)%
Food and beverage	1,985		1,856		129			7.0	%	4,012		3,807		205			5.4	%
Hotel (1)	1,318		—		1,318			100.0	%	1,853		—		1,853			100.0	%
Retail, entertainment and other	697		273		424			155.3	%	1,030		559		471			84.3	%
Advertising, general and administrative	7,548		7,111		437			6.1	%	15,325		14,071		1,254			8.9	%
Depreciation and amortization	3,137		2,982		155			5.2	%	6,223		5,944		279			4.7	%
Loss on disposition of assets	1		—		1			100.0	%	1		—		1			100.0	%
Severance	—		124		(124		)	(100.0	)%	—		124		(124		)	(100.0	)%
Pre-opening	25		72		(47		)	(65.3	)%	1,187		72		1,115			1,548.6	%
Total	$	63,944	$	62,191	$	1,753		2.8	%	$	127,050	$	123,921	$	3,129		2.5	%

 ___________

(1) Hotel operations commenced on November 15, 2013.

Gaming costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year declined primarily due to lower Pennsylvania slot machine tax expenses commensurate with the reductions in slot revenues and continued changes in our operations designed to improve profitability. These results were partially offset by higher costs related to Momentum Dollar redemptions at Mohegan Sun at Pocono Downs-owned facilities. Expenses associated with the Pennsylvania slot machine tax totaled $30.6 million and $60.4 million for the three months and six months ended March

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31, 2014, respectively, and $31.0 million and $61.2 million for the three months and six months ended March 31, 2013, respectively. Expenses associated with the Pennsylvania table game tax totaled $1.5 million and $3.0 million for the three months and six months ended March 31, 2014, respectively, and $1.4 million and $2.9 million for the three months and six months ended March 31, 2013, respectively. Gaming costs and expenses as a percentage of gaming revenues were 72.5% and 72.6% for the three months and six months ended March 31, 2014, respectively, and 72.6% and 73.1% for the three months and six months ended March 31, 2013, respectively.

Food and beverage costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of higher payroll costs and cost of goods sold commensurate with the increases in food and beverage revenues. These results were partially offset by increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily due to additional costs and expenses necessary to support the addition of our new 1,500-seat concert venue, including expenditures associated with our grand opening festivities for the new hotel. Retail, entertainment and other costs and expenses for the six months ended March 31, 2014 also reflected reduced use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other complimentaries costs being allocated to gaming costs and expenses, partially offset by lower cost of goods sold for tobacco commensurate with the decrease in tobacco revenues.

Advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of higher payroll costs and advertising expenditures, combined with additional administrative costs and expenses necessary to support the addition of the new hotel and convention center.

Pre-opening costs and expenses for the three months and six months ended March 31, 2014 were comprised of personnel costs associated with preparation for the opening of the new hotel.

Corporate and Other

Corporate and other consisted of the following (in thousands):

	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2014		2013		Variance		Percentage   Variance		2014		2013		Variance		Percentage   Variance
Corporate and other:
Gross revenues (1)	$	1,512	$	386	$	1,126	291.7	%	$	2,275	$	695	$	1,580	227.3	%
Less-Promotional allowances	20		12		8		66.7	%	44		44		—		—
Net revenues	$	1,492	$	374	$	1,118	298.9	%	$	2,231	$	651	$	1,580	242.7	%
Expenses	$	10,920	$	7,958	$	2,962	37.2	%	$	20,412	$	13,691	$	6,721	49.1	%
Depreciation and amortization	259		30		229		763.3	%	453		59		394		667.8	%
Total expenses	$	11,179	$	7,988	$	3,191	39.9	%	$	20,865	$	13,750	$	7,115	51.7	%

 ___________

(1) Increases represent inter-segment revenues which are eliminated in consolidation.

Corporate and other expenses for the three months and six months ended March 31, 2014 compared to the same periods in the prior year increased primarily as a result of higher professional and development related expenditures associated with our pursuit of a Massachusetts casino license.

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Other Income (Expense)

Other income (expense) consisted of the following (in thousands):

	For the Three Months Ended March 31,										For the Six Months Ended March 31,
	2014			2013			Variance		Percentage Variance		2014			2013			Variance			Percentage Variance
Accretion of discount to the relinquishment liability (1)	$	(551	)	$	(1,244	)	$	693	(55.7	)%	$	(1,102	)	$	(2,487	)	$	1,385		(55.7	)%
Interest income (2)	1,602			1,431			171		11.9	%	3,246			2,888			358			12.4	%
Interest expense, net of capitalized interest	(36,297		)	(42,560		)	6,263		(14.7	)%	(75,266		)	(85,834		)	10,568			(12.3	)%
Loss on early extinguishment of debt	(192		)	(395		)	203		(51.4	)%	(62,275		)	(403		)	(61,872		)	15,352.9	%
Other expense, net (3)	(174		)	(840		)	666		(79.3	)%	(878		)	(1,785		)	907			(50.8	)%
Total other expense	$	(35,612	)	$	(43,608	)	$	7,996	(18.3	)%	$	(136,275	)	$	(87,621	)	$	(48,654	)	55.5	%

_________

(1) Reflects accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money.

(2) Primarily represents interest earned on long-term receivables.

(3) Primarily represents loss from unconsolidated affiliates.

Interest expense for the three months and six months ended March 31, 2014 compared to the same periods in the prior year decreased primarily as a result of lower weighted average interest rate driven by our August and November 2013 refinancing transactions. Weighted average interest rate was 8.2% and 8.7% for the three months and six months ended March 31, 2014, respectively, compared to 10.1% for each of the three months and six months ended March 31, 2013. Weighted average outstanding debt was $1.76 billion and $1.75 billion for the three months and six months ended March 31, 2014, respectively, compared to $1.70 billion and $1.71 billion for the three months and six months ended March 30, 2013, respectively.

Loss on early extinguishment of debt for the three months and six months ended March 31, 2014 represented financing fees expensed in connection with our November 2013 refinancing transactions. We incurred approximately $61.1 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal and tender and consent fees. Previously deferred debt issuance costs and debt discounts totaling $22.4 million, as well as $39.9 million in new transaction costs were expensed and recorded as a loss on early extinguishment of debt. New debt issuance costs totaling $11.5 million were capitalized and will be amortized over the term of the related debt. The remaining $9.7 million in new debt issuance costs was reflected as debt discount and will be amortized over the term of the related debt.

Seasonality

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun at Pocono Downs during the months of May through August. Accordingly, our operating results for the three months and six months ended March 31, 2014 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

Liquidity and Capital Resources

Our cash flows consisted of the following (in thousands):

	For the Six Months Ended March 31,
	2014			2013			Variance			Percentage     Variance
Net cash provided by (used in) operating activities	$	(11,039	)	$	60,988		$	(72,027	)	(118.1	)%
Net cash used in investing activities	(14,073		)	(17,245		)	3,172			(18.4	)%
Net cash provided by (used in) financing activities	21,369			(70,737		)	92,106			(130.2	)%
Net decrease in cash and cash equivalents	$	(3,743	)	$	(26,994	)	$	23,251		(86.1	)%

As of March 31, 2014 and September 30, 2013, we held cash and cash equivalents of $59.9 million and $63.6 million, respectively. As a result of the cash-based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization, accretion of discounts, relinquishment liability reassessments and gains and losses on early extinguishment of debt. The decline in cash provided by operating activities for the six months ended March 31, 2014 compared to the same period in the prior year resulted from a significant reduction in

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net income primarily driven by our November 2013 refinancing transactions, including the payment of tender and consent fees, combined with a decline in income from operations. Cash provided by operating activities for the six months ended March 31, 2014 were negatively impacted by approximately $52.0 million as a result of our November 2013 refinancing transactions.

Operating activities are a significant source of our cash flows. We utilize cash flows from operations for scheduled interest payments, relinquishment payments, planned capital expenditures, distributions to the Tribe, projected working capital needs and debt reduction, as well as to make investments, from time to time. There are numerous factors which may cause a substantial reduction in the amount of such cash flows, including, but not limited to, the following:

• reduced discretionary spending by patrons on activities such as gaming, leisure and hospitality;

• increased competition, including the legalization or expansion of gaming in New England, New York, New Jersey, Pennsylvania or other states in the mid-Atlantic region, or the expansion of on-line gaming in the United States;

• unfavorable weather conditions;

• changes in applicable laws or policies regarding smoking or alcohol service at Mohegan Sun or Mohegan Sun at Pocono Downs;

• an infrastructure or transportation disruption, such as the closure of a major highway near Mohegan Sun or Mohegan Sun at Pocono Downs, for an extended period of time; and

• an act of terrorism on the United States.

The decline in cash used in investing activities for the six months ended March 31, 2014 compared to the same period in the prior year was primarily due to our October 2012 acquisition of a 10% ownership interest in Resorts Atlantic City, combined with lower capital expenditures. The increase in cash provided by financing activities for the six months ended March 31, 2014 compared to the same period in the prior year was primarily attributable to increased borrowings to fund transaction costs associated with our November 2013 refinancing transactions.

External Sources of Liquidity

In November 2013, we completed a series of refinancing transactions relating to our prior bank credit facilities and 2009 and 2012 second lien senior secured notes, including the repayment and termination of the prior bank credit facilities and the repurchase or redemption of the 2009 and 2012 second lien senior secured notes with proceeds from new senior secured credit facilities (all further discussed below).

Prior Bank Credit Facilities

First Lien, First Out Credit Facility

In March 2012, we entered into a fourth amended and restated bank credit facility providing for a $400.0 million term loan and a revolving loan with letter of credit and borrowing capacity of up to $75.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A. serving as Administrative Agent, or the prior bank credit facility. In November 2013, we repaid and terminated the prior bank credit facility with proceeds from new senior secured credit facilities (further discussed below).

First Lien, Second Out Term Loan Facility

In March 2012, we entered into a loan agreement providing for a $225.0 million first lien, second out term loan with Wells Fargo Gaming Capital, LLC serving as Administrative Agent, or the prior term loan facility, and, together with the prior bank credit facility, the prior bank credit facilities. In November 2013, we repaid and terminated the prior term loan facility with proceeds from new senior secured credit facilities (further discussed below).

Senior Secured Credit Facilities

In November 2013, we entered into a loan agreement among us, the Tribe, the guarantors as defined below, RBS Citizens, N.A. as administrative and collateral agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities, or the senior secured credit facilities, comprised of a $100.0 million senior secured revolving credit facility, or the revolving facility, a $125.0 million senior secured term loan A facility, or the term loan A facility, and a $730.0 million senior secured term loan B facility, or the term loan B facility. The senior secured credit facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the revolving facility and the term loan A facility) and November 19, 2019 (in the case of the term loan B facility).

The term loan A facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the term Loan A facility. The term loan B facility amortizes in equal quarterly installments in an aggregate annual amount equal

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to 1.0% of the original principal amount. Amortization of the term loan A facility and term loan B facility begins with the first full fiscal quarter after the closing date. The proceeds from the term loan A facility and term loan B facility, together with a drawing under the revolving facility, were used to satisfy in full all amounts due under our prior bank credit facilities, to repurchase or redeem all of our outstanding 2009 and 2012 second lien senior secured notes and to otherwise satisfy and discharge the obligations in respect of such notes and to pay related fees and expenses. The revolving facility will otherwise be available for general corporate purposes.

As of March 31, 2014, amounts outstanding under the revolving facility, term loan A facility and term loan B facility totaled $39.0 million, $123.4 million and $728.2 million, respectively. As of March 31, 2014, letters of credit issued under the revolving facility totaled $2.9 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the revolving facility, and after taking into account restrictive financial covenant requirements, we had approximately $51.6 million of borrowing capacity under the revolving facility and line of credit as of March 31, 2014.

Borrowings under the senior secured credit facilities incur interest as follows: (i) for base rate loans under the revolving facility and term loan A facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the revolving facility and term loan A facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the term loan B facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the term loan B facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. We also are required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the revolving facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period.

As of March 31, 2014, the $39.0 million outstanding under the revolving facility was comprised of a $10.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $29.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.15% plus 425 basis points. The commitment fee was 0.50% as of March 31, 2014. As of March 31, 2014, the $123.4 million outstanding under the term loan A facility was based on a Eurodollar rate of 0.23% plus 425 basis points. As of March 31, 2014, the $728.2 million outstanding under the term loan B facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points.

Our obligations under the senior secured credit facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming, or collectively, the guarantors. The senior secured credit facilities are collateralized by a first priority lien on substantially all of our property and assets and those of the guarantors (other than MBC), including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun (we and the guarantors, other than MBC, are collectively referred to herein as the grantors). The grantors also are required to pledge additional assets as collateral for the senior secured credit facilities as they and future guarantor subsidiaries acquire them.

The senior secured credit facilities contain customary covenants applicable to us and our restricted subsidiaries, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions, mergers or consolidations and capital expenditures. Additionally, the senior secured credit facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.

Maximum total leverage ratio covenant, or ratio of total debt to annualized EBITDA, as such terms are defined under the senior secured credit facilities:

Fiscal Quarters Ending:
March 31, 2014 through June 30, 2015	6.25:1.00
September 30, 2015 and thereafter	6.00:1.00

Maximum secured leverage ratio covenant, or ratio of secured debt to annualized EBITDA, as such terms are defined under the senior secured credit facilities:

Fiscal Quarters Ending:
March 31, 2014 through June 30, 2014	3.75:1.00
September 30, 2014 through June 30, 2015	3.50:1.00
September 30, 2015 through June 30, 2016	3.25:1.00
September 30, 2016 and thereafter	3.00:1.00

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Minimum fixed charge coverage ratio covenant, as defined under the senior secured credit facilities:

Fiscal Quarters Ending:
March 31, 2014 and thereafter	1.05:1.00

As of March 31, 2014, we and the Tribe were in compliance with all respective covenant requirements under the senior secured credit facilities.

We continue to monitor revenues and expenditures to ensure continued compliance with our financial covenant requirements under the senior secured credit facilities. While we anticipate that we will remain in compliance with all covenant requirements under the senior secured credit facilities for all periods prior to maturity, we may need to increase revenues or offset any future declines in revenues by implementing cost saving initiatives to ensure compliance with these financial covenant requirements. If we are unable to satisfy our financial covenant requirements, we would need to obtain waivers or consents under the senior secured credit facilities; however, we can provide no assurance that we would be able to obtain such waivers or consents. If we are unable to obtain such waivers or consents, we would be in default under the senior secured credit facilities, which may result in cross-defaults under our other outstanding indebtedness and allow our lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of our outstanding indebtedness. If such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary to repay such accelerated indebtedness.

Senior Secured Notes

2009 11  ¹/2% Second Lien Senior Secured Notes

In October 2009, we issued $200.0 million second lien senior secured notes with fixed interest payable at a rate of 11.5% per annum, or the 2009 second lien notes. In March 2012, we completed a private exchange offer and consent solicitation pursuant to which an aggregate principal amount of $199.8 million 2009 second lien notes were tendered and exchanged, leaving an aggregate principal amount of $200,000 2009 second lien notes outstanding. The 2009 second lien notes were scheduled to mature on November 1, 2017. The first call date for the 2009 second lien notes was November 1, 2013. In November 2013, we called for redemption all $200,000 of our outstanding 2009 second lien notes. The 2009 second lien notes were redeemed on December 19, 2013.

2012 11 ½% Second Lien Senior Secured Notes

In March 2012, we issued $199.8 million second lien senior secured notes with fixed interest payable at a rate of 11.5% per annum, or the 2012 second lien notes, in exchange for an equal amount of 2009 second lien notes. The 2012 second lien notes were scheduled to mature on November 1, 2017. Subsequent to November 1, 2014, we were entitled to redeem the 2012 second lien notes, in whole or in part, at a premium decreasing ratably to zero, plus accrued interest. In November 2013, we completed a tender offer and consent solicitation for our outstanding 2012 second lien notes. As part of the tender offer, we solicited and received requisite consents from tendering holders to certain amendments to the indentures governing the 2012 second lien notes, which eliminated certain restrictive covenants under the notes and related indenture. Pursuant to this transaction, we repurchased or redeemed all of our outstanding 2012 second lien notes in the aggregate principal amount of $199.8 million.

Senior Unsecured Notes

2013 9 ³/4% Senior Unsecured Notes

In August 2013, we issued $500.0 million senior unsecured notes with fixed interest payable at a rate of 9.75% per annum, or the 2013 senior unsecured notes. The net proceeds from this transaction, together with borrowings under the prior bank credit facility, were used to repurchase or redeem all of our then outstanding 2012 10.5% third lien senior secured notes, to repurchase $69.0 millionof our outstanding 2012 11.0% senior subordinated notes and to pay related fees and expenses. The 2013 senior unsecured notes mature on September 1, 2021. We may redeem the 2013 senior unsecured notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, we may redeem the 2013 senior unsecured notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If we experience specific kinds of change of control triggering events, we must offer to repurchase the 2013 senior unsecured notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if we undertake certain types of asset sales and do not use the related sale proceeds for specified purposes, we may be required to offer to repurchase the 2013 senior unsecured notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2013 senior unsecured notes is payable semi-annually on March 1^st and September 1^st, commencing March 1, 2014. On March 11, 2014, we completed an offer to exchange the 2013 senior unsecured notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged.

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The 2013 senior unsecured notes are uncollateralized general obligations and are effectively subordinated to all of our and the guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the senior secured credit facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 senior unsecured notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of our subsidiaries that do not guarantee the 2013 senior unsecured notes. The 2013 senior unsecured notes rank equally in right of payment with our other unsecured, unsubordinated indebtedness, including trade payables and the senior portion of our payment obligations under our relinquishment agreement. The 2013 senior unsecured notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

The 2013 senior unsecured notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, our and guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 senior unsecured notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

Senior Subordinated Notes

2004 7 ¹/8% Senior Subordinated Notes

In August 2004, we issued $225.0 million senior subordinated notes with fixed interest payable at a rate of 7.125% per annum, or the 2004 senior subordinated notes. The 2004 senior subordinated notes mature on August 15, 2014. The 2004 senior subordinated notes are callable at our option at par. Interest on the 2004 senior subordinated notes is payable semi-annually on February 15^th and August 15^th.

In March 2012, we completed a private exchange offer and consent solicitation for any or all of our outstanding 2004 senior subordinated notes. As part of the exchange offer, we solicited and received consents from tendering holders to certain amendments to the indentures governing the 2004 senior subordinated notes, which eliminated certain restrictive covenants under the notes and related indenture. The aggregate principal amount of 2004 senior subordinated notes tendered and exchanged was $203.8 million. An aggregate principal amount of $21.2 million 2004 senior subordinated notes remains outstanding as of March 31, 2014.

2005 6 ⁷/8% Senior Subordinated Notes

In February 2005, we issued $150.0 million senior subordinated notes with fixed interest payable at a rate of 6.875% per annum, or the 2005 senior subordinated notes. The 2005 senior subordinated notes mature on February 15, 2015. The 2005 senior subordinated notes are callable at our option at par. Interest on the 2005 senior subordinated notes is payable semi-annually on February 15^th and August 15^th.

In March 2012, we completed a private exchange offer and consent solicitation for any or all of our outstanding 2005 senior subordinated notes. As part of the exchange offer, we solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 senior subordinated notes, which eliminated certain covenants under the notes and related indenture. The aggregate principal amount of 2005 senior subordinated notes tendered and exchanged was $140.3 million. An aggregate principal amount of $9.7 million 2005 senior subordinated notes remains outstanding as of March 31, 2014.

2012 11% Senior Subordinated Notes

In March 2012, we issued $344.2 million senior subordinated toggle notes with fixed interest payable at a rate of 11% per annum, or the 2012 senior subordinated notes, in exchange for $203.8 million of 2004 senior subordinated notes and $140.3 million of 2005 senior subordinated notes. The 2012 senior subordinated notes mature on September 15, 2018. We may redeem the 2012 senior subordinated notes, in whole or in part, at any time, at a price equal to 100% of the principal amount plus accrued interest. If a change of control occurs, we must offer to repurchase the 2012 senior subordinated notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if we undertake certain types of asset sales or suffer events of loss, and we do not use the related sale or insurance proceeds for specified purposes, we may be required to offer to repurchase the 2012 senior subordinated notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 senior subordinated notes is payable semi-annually on March 15^th and September 15^th. The initial interest payment on the 2012 senior subordinated notes was payable entirely in cash. For any subsequent interest payment period through March 15, 2018, we may, at our option, elect to pay interest on the 2012 senior subordinated notes either entirely in cash or by paying up to 2% in 2012 senior subordinated notes, or PIK interest. If we elect to pay PIK interest, such election will increase the principal amount of the 2012 senior subordinated notes in an amount equal to the amount of PIK interest for the applicable interest payment period to holders of 2012 senior subordinated notes on the relevant record date.

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In August 2013, we repurchased an aggregate principal amount of $69.0 million 2012 senior subordinated notes. An aggregate principal amount of $275.2 million 2012 senior subordinated notes remains outstanding as of March 31, 2014.

The 2012 senior subordinated notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Our senior subordinated notes are uncollateralized general obligations and are subordinated to borrowings under the senior secured credit facilities and 2013 senior unsecured notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which we and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and our continued existence. The financial covenant requirements include, among other things, subject to certain exceptions, limitations on our and the guarantors' ability to incur additional indebtedness, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company, transfer or sell assets or impair assets constituting collateral.

As of March 31, 2014, we and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

We or our affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and our liquidity and covenant requirement restrictions, among other factors.

Line of Credit

In November 2013, in connection with the new senior secured credit facilities, we entered into a new $16.5 million revolving credit facility with Bank of America, N.A., or the line of credit. The line of credit is coterminous with the senior secured credit facilities. Pursuant to provisions of the senior secured credit facilities, under certain circumstances, the line of credit may be converted into loans under the senior secured credit facilities. Under the line of credit, each advance accrues interest on the basis of a one-month LIBOR Rate plus an applicable margin based on our total leverage ratio, as each term is defined under the line of credit. As of March 31, 2014, $6.5 million was drawn on the line of credit. Borrowings under the line of credit are uncollateralized obligations. The line of credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the senior secured credit facilities. As of March 31, 2014, we were in compliance with all covenant requirements under the line of credit.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, LLC, or Salishan-Mohegan, referred to herein as the 2009 Mohegan Tribe promissory note which matures on September 30, 2014. The 2009 Mohegan Tribe promissory note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly in the amount of $1.2 million, commencing December 31, 2013 and continuing through June 30, 2014, with the balance of accrued and unpaid interest due at maturity. Principal outstanding under the 2009 Mohegan Tribe promissory note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 and continuing through September 30, 2013 and (ii) $875,000 per quarter, commencing December 31, 2013.

2012 Mohegan Tribe Minor's Trust Promissory Note

In March 2012, Comerica Bank & Trust, N.A., Trustee f/b/o The Mohegan Tribe of Indians of Connecticut Minor's Trust, made a $20.0 million loan to Salishan-Mohegan, referred to herein as the 2012 Mohegan Tribe Minor's Trust promissory note. The 2012 Mohegan Tribe Minor's Trust promissory note matures on March 31, 2016. The 2012 Mohegan Tribe Minor's Trust promissory note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly. Principal outstanding under the 2012 Mohegan Tribe Minor's Trust promissory note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 and continuing through September 30, 2014 and (ii) $1.5 million per quarter, commencing December 31, 2014 and continuing to maturity.

2013 Mohegan Tribe Promissory Note

In March 2013, Mohegan Gaming & Hospitality, LLC, or MG&H, purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million, or the 2013 Mohegan Tribe promissory note. The 2013 Mohegan Tribe promissory note matures on December 31, 2018. The 2013 Mohegan Tribe promissory note accrues interest at an annual rate of 4.0% payable quarterly.

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Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender, or the Downs Lodging credit facility. The proceeds from the Downs Lodging credit facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center expansion project at Mohegan Sun at Pocono Downs. The Downs Lodging credit facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0%. Under the terms of the Downs Lodging credit facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging credit facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging credit facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of March 31, 2014, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging credit facility.

Capital Expenditures

The following table presents data related to capital expenditures (in millions, including capitalized interest):

	Capital Expenditures
	Six Months Ended		Remaining Forecasted		Total Forecasted
	March 31, 2014		Fiscal Year 2014		Fiscal Year 2014
Mohegan Sun:
Maintenance	$	4.8	$	20.8	$	25.6
Development	3.4		—		3.4
Subtotal	8.2		20.8		29.0
Mohegan Sun at Pocono Downs:
Maintenance	2.0		4.3		6.3
Subtotal	2.0		4.3		6.3
Corporate:
Expansion - Project Sunlight	9.0		—		9.0
Subtotal	9.0		—		9.0
Total	$	19.2	$	25.1	$	44.3

We primarily rely on cash flows provided by operating activities to fund maintenance capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs. We plan to fund any development or expansion capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs through a combination of existing cash, cash flows provided by operating activities and draws under our revolving facility.

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Interest Expense

The following table presents our interest expense (in thousands, net of capitalized interest):

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2014			2013			2014			2013
Prior bank credit facility	$	(18	)	$	5,578		$	3,199		$	11,277
Prior term loan facility (1)	—			5,302			2,924			10,714
Senior secured credit facility - revolving	354			—			469			—
Senior secured credit facility - term loan A (1)	1,446			—			2,127			—
Senior secured credit facility - term loan B (1)	10,593			—			15,558			—
2009 11 1/2% second lien senior secured notes (1)	—			6			5			12
2012 11 1/2% second lien senior secured notes (1)	—			5,946			3,285			11,886
2012 10 1/2% third lien senior secured notes (1)	—			10,966			—			21,933
2005 6 1/8% senior unsecured notes	—			121			—			402
2013 9 3/4% senior unsecured notes	12,188			—			24,375			—
2004 7 1/8% senior subordinated notes	377			377			754			794
2005 6 7/8% senior subordinated notes	166			166			332			359
2012 11% senior subordinated notes (1)	7,731			9,465			15,457			18,930
Line of credit	59			6			110			6
2009 Mohegan Tribe promissory note	64			205			152			456
2012 Mohegan Tribe Minor's Trust promissory note	431			480			885			983
Mohegan Tribe credit facility	—			40			—			94
2013 Mohegan Tribe promissory note	73			3			148			3
Downs Lodging credit facility	1,557			1,557			3,251			3,114
Other	—			(3		)	—			—
Capital leases	61			105			134			220
Amortization of net deferred gain on settlement of derivative instruments	—			(23		)	—			(48		)
Amortization of debt issuance costs	1,215			2,594			2,836			5,182
Capitalized interest	—			(331		)	(735		)	(483		)
Total interest expense, net of capitalized interest	$	36,297		$	42,560		$	75,266		$	85,834

 ___________

(1) Includes accretion of discount.

Contractual Obligations

The following table presents estimated future payment obligations related to our debt and the timing of those payments as of March 31, 2014 (in thousands):

			Payments due by period
Contractual Obligations	Total		Less than 1 year (1)		1-3 years		3-5 years		More than 5 years
Long-term debt	$	1,777,389	$	58,174	$	95,862	$	1,122,241	$	501,112
Interest payments on long-term debt and capital leases	751,190		138,434		274,293		216,588		121,875
Total	$	2,528,579	$	196,608	$	370,155	$	1,338,829	$	622,987

 ________________________

(1) Represents payment obligations from April 1, 2014 to March 31, 2015.

There has been no material change to the other contractual obligations previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, relinquishment payments, foreseeable capital expenditure requirements and distributions to the Tribe for at least the next twelve months; however, we can provide no assurance in this regard. Please refer to “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 for further details

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regarding risks relating to our sufficiency of resources. Any future investments in Mohegan Sun and Mohegan Sun at Pocono Downs are anticipated to be funded through a combination of existing cash balances, future operating cash flows and draws under our revolving facility. Inclusive of letters of credit, which reduce borrowing availability under the revolving facility, and after taking into account restrictive financial covenant requirements, we had approximately $51.6 million of borrowing capacity under the revolving facility and line of credit as of March 31, 2014. Distributions to the Tribe are anticipated to total approximately $50 million for fiscal 2014.

Critical Accounting Policies and Estimates

There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Impact of Inflation

Absent changes in competitive and economic conditions or in specific prices affecting the hospitality and gaming industry, we do not expect that inflation will have a significant impact on our operations. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hospitality and gaming industry in general.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. As of March 31, 2014, our primary exposure to market risk was interest rate risk associated with our senior secured credit facilities which accrued interest on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the respective facility.

We attempt to manage our interest rate risk through a controlled combination of long-term fixed rate borrowings and variable rate borrowings in accordance with established policies and procedures. We do not hold or issue financial instruments for speculative or trading purposes.

The following table presents information about our debt obligations as of March 31, 2014 that were sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable interest rates were based on implied forward rates in respective yield curves, which should not be considered to be precise indicators of actual future interest rates. Fair values for our debt obligations were based on quoted market prices or prices of similar instruments as of March 31, 2014.

	Expected Maturity Date																		Total			Fair Value
	2014			2015			2016			2017			2018			Thereafter
Liabilities (in thousands)
Long-term debt and capital lease obligations (including current portions):
Fixed rate	$	25,268		$	17,154		$	56,127		$	1,159		$	276,157		$	508,684		$	884,549		$	944,390
Average interest rate	7.4		%	7.7		%	12.3		%	2.8		%	11.0		%	9.6		%	10.1		%
Variable rate	$	13,314		$	15,894		$	19,019		$	19,800		$	829,125		—			$	897,152		$	912,267
Average interest rate (1)	4.5		%	5.1		%	5.7		%	6.7		%	7.3		%	—			6.1		%

_________

(1) A 100 basis point change in average interest rate would impact annual interest expense by approximately $9.0 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2014. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of March 31, 2014, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various claims and legal actions resulting from our normal course of business. Some of these matters relate to personal injuries to patrons and damages to patrons' personal assets. We estimate guest claims expense and accrue for such liabilities based upon historical experience.

Item 1A. Risk Factors

There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Item 6. Exhibits

The exhibits to this Quarterly Report on Form 10-Q are listed on the Exhibit Index, which appears elsewhere herein and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Mohegan Tribal Gaming Authority has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

		MOHEGAN TRIBAL GAMING AUTHORITY
Date:	May 14, 2014	By:	/S/    KEVIN P. BROWN
			Kevin P. Brown Chairman and Member, Management Board
Date:	May 14, 2014	By:	/S/    MITCHELL GROSSINGER ETESS
			Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)
Date:	May 14, 2014	By:	/S/    MARIO C. KONTOMERKOS
			Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authority’s Registration Statement on Form S-4, filed with the SEC on January 27, 2014 (the “2014 Form S-4”) and incorporated by reference herein).
3.2	Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authority’s Amendment No. 1 to its Registration Statement on Form S-1, filed with the SEC on February 29, 1996 and incorporated by reference herein).
3.3	Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”) and incorporated by reference herein).
3.4	Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4 and incorporated by reference herein).
3.5	Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 6, 2005, as amended (filed as Exhibit 3.5 to the Authority’s Registration Statement on Form S-4, filed with the SEC on June 7, 2005 (the “2005 Form S-4”) and incorporated by reference herein).
3.6	Operating Agreement of Mohegan Commercial Ventures PA, LLC, a Commonwealth of Pennsylvania limited liability company, dated as of December 15, 2004 (filed as Exhibit 3.6 to the 2005 Form S-4 and incorporated by reference herein).
3.7	Certificate of Limited Partnership of Downs Racing, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.7 to the 2005 Form S-4 and incorporated by reference herein).
3.8	Amended and Restated Limited Partnership Agreement of Downs Racing, L.P., dated as of January 25, 2005 (filed as Exhibit 3.8 to the 2005 Form S-4 and incorporated by reference herein).
3.9	Certificate of Limited Partnership of Backside, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.9 to the 2005 Form S-4 and incorporated by reference herein).
3.10	Amended and Restated Limited Partnership Agreement of Backside, L.P., dated as of January 25, 2005 (filed as Exhibit 3.10 to the 2005 Form S-4 and incorporated by reference herein).
3.11	Certificate of Limited Partnership of Mill Creek Land, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.11 to the 2005 Form S-4 and incorporated by reference herein).
3.12	Amended and Restated Limited Partnership Agreement of Mill Creek Land, L.P., dated as of January 25, 2005 (filed as Exhibit 3.12 to the 2005 Form S-4 and incorporated by reference herein).
3.13	Certificate of Limited Partnership of Northeast Concessions, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.13 to the 2005 Form S-4 and incorporated by reference herein).
3.14	Amended and Restated Limited Partnership Agreement of Northeast Concessions, L.P., dated as of January 25, 2005 (filed as Exhibit 3.14 to the 2005 Form S-4 and incorporated by reference herein).
3.15	Articles of Organization of Mohegan Ventures-Northwest, LLC, dated as of July 23, 2004 (filed as Exhibit 3.15 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on August 10, 2006 (the “June 2006 Form 10-Q”) and incorporated by reference herein).
3.16	Operating Agreement of Mohegan Ventures-Northwest, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of July 23, 2004 (filed as Exhibit 3.16 to the June 2006 Form 10-Q and incorporated by reference herein).
3.17	Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006 (the “2006 Form 10-K”) and incorporated by reference herein).
3.18	Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of February 27, 2007 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the SEC on May 15, 2007 (the “March 2007 Form 10-Q”) and incorporated by reference herein).

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Exhibit No.	Description
3.19	Articles of Organization of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.19 to the March 2007 Form 10-Q and incorporated by reference herein).
3.20	Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the SEC on December 21, 2007 (the “2007 Form 10-K”) and incorporated by reference herein).
3.21	Articles of Amendment of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 15, 2008 and incorporated by reference herein).
3.22	Operating Agreement of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.22 to the 2014 Form S-4 and incorporated herein by reference).
3.23	Operating Agreement of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.23 to the 2014 Form S-4 and incorporated herein by reference).
3.24	Certificate of Amendment to Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of May 20, 2009 (filed as Exhibit 3.24 to the 2014 Form S-4 and incorporated herein by reference).
3.25	Operating Agreement of Wisconsin Tribal Gaming, LLC, dated as of March 1, 2007 (filed as Exhibit 3.25 to the 2014 Form S-4 and incorporated herein by reference).
3.26	Certificate of Amendment to Certificate of Formation of MTGA Gaming, LLC, dated as of May 20, 2009 (filed as Exhibit 3.26 to the 2014 Form S-4 and incorporated herein by reference).
3.27	Operating Agreement of MTGA Gaming, LLC, dated as of August 1, 2007 (filed as Exhibit 3.27 to the 2014 Form S-4 and incorporated herein by reference).
4.1	Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein).
4.2	Indenture, dated as of August 3, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club, LLC and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the Authority's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004, filed with the SEC on August 16, 2004 (the “June 2004 Form 10-Q”) and incorporated by reference herein).
4.3	Supplemental Indenture No. 1, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 to the Authority’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed with the SEC on February 14, 2005 (the “December 2004 Form 10-Q”) and incorporated by reference herein).
4.4	Supplemental Indenture No. 2, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2006 Form 10-Q and incorporated by reference herein).
4.5	Supplemental Indenture No. 3, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the 2006 Form 10-K and incorporated by reference herein).
4.6	Supplemental Indenture No. 4, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2007 Form 10-Q and incorporated by reference herein).

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Exhibit No.	Description
4.7	Supplemental Indenture No. 5, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2007 Form 10-K and incorporated by reference herein).
4.8	Supplemental Indenture No. 6, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed with the SEC on May 14, 2012 (the “March 2012 Form 10-Q”) and incorporated by reference herein).
4.9	Form of Global 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2004 Form 10-Q and incorporated by reference herein).
4.10	Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein).
4.11	Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the June 2006 Form 10-Q and incorporated by reference herein).
4.12	Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.27 to the 2006 Form 10-K and incorporated by reference herein).
4.13	Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the March 2007 Form 10-Q and incorporated by reference herein).
4.14	Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the 2007 Form 10-K and incorporated by reference herein).
4.15	Supplemental Indenture No. 5, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2012 Form 10-Q and incorporated by reference herein).
4.16	Form of Global 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the December 2004 Form 10-Q and incorporated by reference herein).
4.17	Indenture, dated as of October 26, 2009, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 28, 2009 (the “2009 Form 10-K”) and incorporated by reference herein).
4.18	Supplemental Indenture No.1, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.36 to the March 2012 Form 10-Q and incorporated by reference herein).

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Exhibit No.	Description
4.19	Form of Global 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.44 to the 2009 Form 10-K and incorporated by reference herein).
4.20	Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.38 to the March 2012 Form 10-Q and incorporated by reference herein).
4.21	Supplemental Indenture No. 1, dated as of July 30, 2013, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.21 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed with the SEC on December 27, 2013 (the “2013 Form 10-K”) and incorporated by reference herein).
4.22	Supplemental Indenture No. 2, dated as of November 19, 2013, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.22 to the 2013 Form 10-K and incorporated herein by reference).
4.23	Form of Global 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.39 to the March 2012 Form 10-Q and incorporated by reference herein).
4.24	Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.42 to the March 2012 Form 10-Q and incorporated by reference herein).
4.25	Form of Global 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the March 2012 Form 10-Q and incorporated by reference herein).
4.26	Indenture, dated as of August 15, 2013, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2013 Form 10-K and incorporated herein by reference).
4.27	Form of Global 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.30 to the 2013 Form 10-K and incorporated herein by reference).
4.28	Registration Rights Agreement, dated August 15, 2013, between the Mohegan Tribal Gaming Authority, the subsidiary guarantors party thereto and Credit Suisse Securities (USA) LLC and RBS Securities Inc., as representatives of the several initial purchasers, relating to the 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the 2013 Form 10-K and incorporated herein by reference).

57

Exhibit No.	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
32.1	Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2	Section 1350 Certification of Chief Financial Officer (filed herewith).
101.INS**	XBRL Instance Document (filed herewith).
101.SCH**	XBRL Taxonomy Extension Schema (filed herewith).
101.CAL**	XBRL Taxonomy Calculation Linkbase (filed herewith).
101.DEF**	XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB**	XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

 _______

* Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

58