The following discussion and analysis should be read along with the Consolidated Financial Statements and Notes.

OVERVIEW

The Company's revenues and expenses are classified in the following categories because they are important to, and used by, management in assessing operations:
admissions, event related revenue, NASCAR broadcasting revenue and other operating revenue. "Admissions" includes ticket sales for all of our events. "Event related revenue" includes amounts received from sponsorship and naming rights fees, luxury suite rentals, event souvenir merchandise sales, commissions from food and beverage sales, promotional and hospitality revenues, track rentals and driving school revenues, broadcasting rights other than NASCAR broadcasting revenue, and other event and speedway related revenues. "NASCAR broadcasting revenue" includes rights fees obtained for domestic television broadcasts of NASCAR-sanctioned events held at the Company's speedways.

"Other operating revenue" includes: revenues of TSI, which develops electronic media promotional programming and is a wholesale and retail distributor of racing and other sports related souvenir merchandise and apparel; certain merchandising revenues of SMI Properties; Legends Car and parts sales of 600 Racing; restaurant, catering and membership income from the Speedway Clubs at LMS and TMS; revenues of Oil-Chem, which produces an environmentally-friendly micro-lubricantฎ; and industrial park and office rentals. "Earnings or losses on equity investees" includes the Company's share of its Motorsports Authentics merchandising joint venture equity investee profits or losses. The Company's revenue items produce different operating margins. Broadcast rights, sponsorships, ticket sales, commissions from food and beverage sales, and luxury suite and track rentals produce higher margins than non-event merchandise sales, as well as sales of TSI, Legends Cars, Oil-Chem, SMI Properties, or other operating revenues.

The Company classifies expenses to include direct expense of events, NASCAR purse and sanction fees, and other direct operating expense, among other categories. "Direct expense of events" principally includes cost of souvenir sales, non-NASCAR race purses and sanctioning fees, property and event insurance, compensation of certain employees, advertising, sales and admission taxes, cost of driving school revenues, event settlement payments to non-NASCAR sanctioning bodies and outside event support services. "NASCAR purse and sanction fees" includes payments to NASCAR for associated events held at the Company's speedways. "Other direct operating expense" includes the cost of TSI and certain SMI Properties merchandising, Legends Car, Speedway Clubs, Oil-Chem and industrial park and office tower rental revenues.

See Note 10 to the Consolidated Financial Statements for operating and other financial information on the Company's reporting segments.

The Company promotes outdoor motorsports events. Weather conditions surrounding these events affect sales of tickets, concessions and souvenirs, among other things. Although the Company sells a substantial number of tickets well in advance of its larger events, poor weather conditions can have a negative effect on the Company's results of operations. Poor weather can affect current periods as well as successive events in future periods because consumer demand can be affected by the success of past events.

Management does not believe the Company's financial performance has been materially affected by inflation, and has generally been able to mitigate the effects of inflation by increasing prices.

Seasonality and Quarterly Results

In 2009, the Company plans to hold 23 major annual racing events sanctioned by NASCAR, including 13 Sprint Cup and 10 Nationwide Series racing events. These 23 major scheduled NASCAR-sanctioned races include the Nationwide Series race at KS purchased in December 2008. The Company also plans to hold eight NASCAR Camping World Truck Series racing events, three IRL racing events, five major NHRA racing events, two ARCA RE/MAX Series racing events, and three WOO racing events. In 2008, the Company held 22 major annual racing events sanctioned by NASCAR, including 13 Sprint Cup and nine Nationwide Series racing events, eight NASCAR Camping World Truck Series racing events, two IRL racing events, five major NHRA racing events, and two WOO racing events.

The Company's business has been, and is expected to remain, somewhat seasonal. Concentration of racing events in any particular future quarter, and the growth in the Company's operations, including speedway acquisitions, with associated increases in overhead expenses, may tend to minimize operating income in respective future quarters. For example, NHMS, purchased in January 2008, is presently scheduled to hold one NASCAR Sprint Cup racing event in the second and third quarters each year, and operating income will likely continue to be positively impacted in those quarters and negatively impacted in the first and fourth quarters. Racing schedules may change from time to time, which can lessen the comparability of operating results between quarters of successive years and increase or decrease the seasonal nature of the Company's motorsports business. The results of operations for the three and nine months ended September 30, 2009 and 2008 are not indicative of results that may be expected for the entire year because of such seasonality.

Set forth below is certain comparative summary information with respect to the Company's scheduled major NASCAR-sanctioned racing events for 2009 and 2008.

                                    Number of scheduled major
                                    NASCAR-sanctioned events
                                      2009             2008
                    1st Quarter              5                6
                    2nd Quarter              9                8
                    3rd Quarter              5                3
                    4th Quarter              4                5

                    Total                   23               22

NEAR-TERM OPERATING FACTORS

There are many factors that affect the Company's growth potential, future operations and financial results, including the following operating factors that are discussed below or elsewhere in this report as indicated:

Items discussed in this section:

• General operating factors - including ongoing uncertainty of the weak economic conditions and tightened credit and financial markets

• Our long-term, multi-year contracted revenues are significant

• Non-event and event souvenir and other merchandising revenues

• Reaffirmed 2009 earnings guidance

Items discussed elsewhere in indicated sections of this report:

• May 2009 private placement offering of 8 3/4% Senior Notes due 2016 aggregating $275.0 million in principal (discussed in Note 5 to the Consolidated Financial Statements)

• Amendment and Restatement of the Company's Credit Facility in July 2009
(discussed in Note 5 to the Consolidated Financial Statements)

• Motorsports Authentics merchandising joint venture, including second quarter 2009 impairment charge (discussed in Note 2 to the Consolidated Financial Statements)

• Eight-year NASCAR broadcasting rights agreement (discussed below in "Future Liquidity")

• Possible capital expenditures (discussed below in "Liquidity and Capital Resources - Capital Expenditures")

• Discontinued oil and gas operations (discussed in Note 11 to the Consolidated Financial Statements)

• Quarterly cash dividends on common stock (discussed below in "Liquidity and Capital Resources - Dividends")

General Factors and Current Operating Trends-The Company's year-to-date results for the 2009 race season reflect decreases in admissions, sponsorships, luxury suite rentals, track rentals, driving school, onsite advertising, NASCAR ancillary rights, souvenir merchandising, food and beverage concessions and other event related revenue categories.

Management believes these revenues were negatively impacted by declines in consumer and corporate spending from the recession, difficult credit and housing markets, and other economic factors as further described below. For upcoming 2009 events, ticket sales at most of the Company's major events are below ticket sales at this same time last year. The Company has increased advertising and other promotional activities to help offset the ongoing impact of these adverse economic and market conditions. In 2009, management has reduced many ticket and concession prices, offered extended payment terms to many ticket buyers (although generally not beyond when events are held), and implemented various promotional campaigns to help foster fan support and mitigate any near-term demand weakness. Admission revenues have declined recently from both fewer fans attending our race events and from lower average ticket prices resulting from these special promotions. While lower ticket prices and extended payment terms can affect operating margins and lengthen cash flow cycles as compared to historical levels, management believes these are prudent measures in the current operating environment. However, at this early date, management is unable to determine whether event results will differ from those previously estimated.

All of the Company's 2009, and most of its 2010, NASCAR Sprint Cup and Nationwide Series event sponsorships are already sold. The 2009 to-date broadcast television and cable ratings for the NASCAR Sprint Cup and Nationwide Series have shown decreases from the prior year. However, almost 4.0 million fans attended the Company's events in 2008, demonstrating that demand and appeal for motorsports entertainment in our markets has remained strong even in challenging circumstances. Also, the Sprint Cup Series continues as the second highest rated regular season televised sport (only the National Football League is higher), and the NASCAR Nationwide Series was the third highest rated cable broadcasted sport again in 2008. As described below, much of our future revenues are already contracted under these and other long-term contracts, including television broadcasting rights revenue.

The Company believes that reduced consumer and corporate spending will continue to negatively impact admissions, sponsorship, advertising and hospitality spending, concession and souvenir sales demand, driving school and other track rentals, with related effects on our respective revenues. Many economic and geopolitical factors, including those described below, have and may continue to dampen consumer spending. Many factors related to discretionary consumer and corporate spending can adversely impact recreational and entertainment spending resulting in a negative impact on our motorsports and non-motorsports activities. Historically low levels of consumer confidence, deterioration of residential real estate and mortgage markets, unprecedented stock market declines, tight consumer and business credit markets, among other recessionary conditions and geopolitical and economic factors, may continue to dampen consumer spending. The direction and strength of the US economy, including the financial and credit markets, currently remains uncertain due to these factors.

Although the Company sells a substantial number of tickets well in advance of its larger events, poor weather conditions surrounding racing events can have a negative effect on successive events in future periods because consumer demand can be affected by the success of past events. In addition, natural disasters such as hurricanes and tornados could cause increases in fuel prices and significant adverse economic effects. National incidents such as those of September 11, 2001, along with the Iraq war and terrorism alerts, affect public concerns regarding air travel, military actions, and additional national or local catastrophic incidents. Should difficulties, restrictions or public concerns regarding air travel or military-related actions continue or increase, if additional national or local terrorist, catastrophic or other incidents occur, or if natural disasters occur, our future operating results and growth could be materially adversely impacted. Economic conditions could be severely affected by future actual or threatened events of a similar nature or other national, regional or local incidents, which could materially adversely affect the Company's future operating results.

These factors also can adversely affect the financial results of present and potential sponsors of our facilities and events and of the industry. These negative factors, particularly when combined, can impact corporate and individual customer spending, and each negative factor can have varying effects on our operating results. All of the aforementioned factors, among others, can have a material adverse impact on our future operating results and growth. While management believes the Company's strong operating cash flow will continue, these economic and market factors, along with competitiveness of racing, popularity of drivers and teams for NASCAR's Sprint Cup Series, and the success of NASCAR's "Car of Tomorrow" can affect ticket, corporate marketing, sponsorships and other sales. Management believes long-term ticket demand, including corporate marketing and promotional spending, should continue to grow when recessionary conditions end.

Certain NASCAR Sprint Cup and Nationwide race team owners have announced difficulties in securing adequate sponsorship funding for this and possibly future racing seasons. It is believed that these difficult economic and market factors are resulting in delayed decisions regarding race team sponsorship by certain current and potential new sponsors. Without adequate sponsorship funding, some team owners could decide not to operate, participate in fewer races, or operate fewer racecars for multi-car teams. A reduced number of racing competitors, particularly popular drivers, could lessen on-track competition and the appeal of racing. Also, new or changed racing teams could be formed with drivers that generate less fan interest or race less competitively. These and similar factors can affect attendance at NASCAR Sprint Cup and Nationwide racing events, as well as corporate marketing interest, that can significantly impact our operating results.

See Item 1A "Risk Factors" of the Company's 2008 Annual Report on Form 10-K for additional information on the recession and disruptions in the financial markets.

Our Long-term, Multi-year Contracted Revenues Are Significant-Much of our total revenue is generated under long-term contracts, which management believes helps solidify our financial strength and stabilize our earnings and cash flows. The term of the eight-year NASCAR television broadcast agreement is through 2014, and many of our sponsorships and other corporate marketing contracts are for multiple years, which helps provide revenue and other financial stability. We believe the attractive demographics surrounding motorsports and our premier markets, where we own first class facilities, continue to provide substantial opportunities for increasing our number of longer-term sponsorship partners and commitments. We also have contracted revenues under several long-term operating leases for various office, warehouse and industrial park space to various entities largely involved in motorsports. We believe the substantial amount of total revenue generated under our long-term contracts, such as those described above, helps stabilize the Company's financial resilience and profitability during difficult recessionary economic conditions.

The Company's naming rights agreement that renamed Charlotte Motor Speedway as Lowe's Motor Speedway is presently scheduled to expire after 2009. The Company has been informed that the facility naming rights agreement will not be renewed, although negotiations for an enhanced company-wide marketing agreement are ongoing. The expiring agreement provides significant contracted revenues, and there can be no assurance the Company will execute any agreements on acceptable terms. Upon contract expiration, the Company expects to incur costs for renaming the speedway facility, and replacing promotional signage and materials, and remaining merchandise inventory, if any. At this time, the Company does not expect these costs to have a material adverse effect on the Company's future financial condition, operating results or cash flows.

Non-Event and Event Souvenir and Other Merchandising Revenues-Management continues to seek new merchandising opportunities, including expanded product offerings through electronic media promotional programming, and marketing of motorsports and non-motorsports related souvenir merchandise at our speedways, third party speedways and other venues, and with corporate customers. The Company's merchandising event related and other operating revenues may increase or decrease depending on, among other factors, the success of such efforts. Future profits or losses could be affected by or depend on future demand, trends, recessionary and other market conditions and factors such as the success of motorsports and popularity of its licensed drivers and teams, particularly NASCAR's Sprint Cup Series, the success of the "Car of Tomorrow", increased competition for products sold under non-exclusive licenses, expanded licensing by licensors to competitors selling products similar to those under non-exclusive licenses, nonrenewal of exclusive or non-exclusive licenses upon expiration, and other competition for the Company's non-event products and outside venues. The Company's ability to compete successfully depends on a number of factors both within and outside management's control. These revenue items may produce lower operating margins than broadcast rights, sponsorships, ticket sales, commissions from food and beverage sales, and luxury suite and track rentals. While our revenues may increase, there may be associated increases in receivables and inventory levels whose realization is subject to changes in market and economic conditions and other factors that might adversely impact realization. Such changes, if significantly negative or unfavorable, could have a material adverse impact on the outcome of management's realization assessment and the Company's future financial condition or results of operations. See Note 3 to the Consolidated Financial Statements for additional information on provisions reflected for inventory realization assessments.

Reiterated 2009 Earnings Guidance-In connection with the Company's third quarter 2009 earnings release, management reaffirmed its previous full year 2009 guidance of $1.70-$1.90 for diluted earnings per share from continuing operations, assuming current industry trends continue, and excluding Motorsports Authentics joint venture results, capital expenditures exceeding current plans, the impact of uncertain and unprecedented credit and economic conditions, poor weather surrounding events and other unforeseen factors.

RESULTS OF OPERATIONS

As discussed above, the Company purchased Kentucky Speedway in December 2008. The 2009 operating results, as compared to last year, reflect resulting increases in overhead, depreciation and interest expenses associated with KS as further described below. As discussed in Note 11 to the Consolidated Financial Statements, the Company decided to discontinue its oil and gas operations in the fourth quarter 2008. Those operations are presented herein as discontinued operations and all prior period presentation has been reclassified.

The more significant racing schedule changes for the three and nine months ended September 30, 2009 as compared to 2008 include the following:

• Atlanta Motor Speedway held one NASCAR Sprint Cup Series racing event in the third quarter 2009 that was held in the fourth quarter 2008, and held one NASCAR Nationwide Series racing event in the third quarter 2009 that was held in the first quarter 2008;

• One NASCAR Sprint Cup Series racing event at Lowe's Motor Speedway was postponed and shortened, and pole position qualifying for a NASCAR Sprint Cup race at New Hampshire Motor Speedway was cancelled, due to poor weather in the second quarter 2009; and

• One NASCAR Nationwide Series racing event was held in the second quarter 2009, and one NASCAR Camping World Truck and one IRL Series racing event was held in the third quarter 2009, at Kentucky Speedway purchased in December 2008.

Non-GAAP Financial Information Reconciliation-Income from continuing operations, and diluted earnings per share from continuing operations, before equity investee earnings or losses set forth below are non-GAAP (other than generally accepted accounting principles) financial measures presented as supplemental disclosures to net income and diluted earnings per share and income from continuing operations and diluted earnings per share from continuing operations. The following schedule reconciles non-GAAP financial measures below to their most directly comparable information presented using GAAP. This schedule also separately presents net income and diluted earnings per share for the Company's consolidated operations, discontinued operations, equity investee earnings or losses of MA, and the Company's income from continuing operations excluding MA equity investee earnings or losses, all net of taxes.

This non-GAAP financial information is presented nowhere else in this Quarterly Report. Management believes such non-GAAP information is useful and meaningful to investors because it identifies and separately presents equity investee earnings or losses that are not reflective of ongoing operating results, and helps in understanding, using and comparing the Company's results of operations separate from equity investees for the periods presented. Management uses the non-GAAP information to assess the Company's operations for the periods presented, analyze performance trends and make decisions regarding future operations because it believes this separate information better reflects ongoing operating results. This non-GAAP financial information may not be comparable to similarly titled measures used by other entities and should not be considered as alternatives to net income, diluted earnings per share, or income and diluted earnings per share from continuing operations, determined in accordance with GAAP. See Note 11 to the Consolidated Financial Statements for additional information on discontinued operations, and Note 2 "Joint Venture Equity Investment and Equity Investee Earnings or Losses" to the Consolidated Financial Statements for additional information on the Company's equity investment, including its second quarter 2009 impairment charge.

                                                     Three Months Ended              Nine Months Ended
                                                        September 30:                  September 30:
                                                       2009         2008              2009        2008
                                                         (in thousands, except per share amounts)
Consolidated net income using GAAP                 $      7,943    $ 7,005         $    4,879   $ 84,925

Loss from discontinued operation                          1,177        930              3,517      2,899

Consolidated income from continuing operations            9,120      7,935              8,396     87,824

Equity investee losses (earnings)                         3,239       (224 )           62,036     (4,768 )

Non-GAAP consolidated income from continuing
operations excluding equity investee losses
(earnings)                                         $     12,359    $ 7,711         $   70,432   $ 83,056

Consolidated diluted earnings per share using
GAAP                                               $       0.19    $  0.16         $     0.11   $   1.95

Discontinued operation                                     0.02       0.02               0.08       0.07
Consolidated diluted earnings per share from
continuing operations                                      0.21       0.18               0.19       2.02

Equity investee losses (earnings)                          0.08         -                1.46      (0.11 )

Non-GAAP diluted earnings per share from
continuing operations excluding equity investee
losses (earnings)                                  $       0.29    $  0.18         $     1.65   $   1.91

Three Months Ended September 30, 2009 Compared To Three Months Ended September 30, 2008

Total Revenues for the three months ended September 30, 2009 increased by $22.2 million, or 19.8%, over such revenues for the same period last year due to the factors discussed below.

Management believes admissions, many event related revenue categories, and other operating revenues were negatively impacted by declines in consumer and corporate spending due to the weak economic conditions and difficult consumer credit and housing markets.

Admissions for the three months ended September 30, 2009 increased by $5.7 million, or 14.2%, over such revenue for the same period last year. This increase is due primarily to AMS hosting a NASCAR Sprint Cup Series racing event in the third quarter 2009 that was held in the fourth quarter 2008. The increase also reflects, to a lesser extent, hosting a NASCAR Camping World Truck and an IRL Series racing event in the third quarter 2009 at KS purchased in December 2008, and a NASCAR Nationwide Series race at AMS in the third quarter 2009 that was held in the first quarter 2008.

The overall increase was partially offset by lower average ticket prices from special promotions at NASCAR-sanctioned racing events held at other Company speedways in the current period. The overall increase was also partially offset, to a lesser degree, by lower admissions at LMS's major NHRA racing event as compared to its inaugural event held in the same period last year. Excluding the racing schedule changes at AMS and new racing events at KS, admissions declined by approximately 8% as compared to the same period last year.

Event Related Revenue for the three months ended September 30, 2009 increased by $2.6 million, or 6.8%, over such revenue for the same period last year. This increase is due primarily to AMS hosting a NASCAR Sprint Cup Series racing event in the third quarter 2009 that was held in the fourth quarter 2008. The increase also reflects, to a lesser extent, hosting NASCAR Camping World Truck and IRL Series racing events in the third quarter 2009 at KS purchased in December 2008, and a NASCAR Nationwide Series race at AMS in the third quarter 2009 that was held in the first quarter 2008.

Current period revenues reflect lower sponsorships, NASCAR ancillary rights, luxury suite rentals, and other revenues associated with NASCAR-sanctioned racing events held in the current period as compared to the same period last year. The decrease reflects lower event related revenues associated with the IRL Series racing event held at IR, as well as lower food and beverage concessions, souvenir merchandising, track rental, driving school, and certain other event related revenues. Excluding the racing schedule changes at AMS and new racing events at KS, event related revenues declined by approximately 15% as compared to the same period last year.