10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

(Mark One)

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended May 31, 2013

OR

¨ 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: 000-02384

 _________________________________

INTERNATIONAL SPEEDWAY CORPORATION

(Exact name of registrant as specified in its charter)

 _________________________________

FLORIDA	59-0709342
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

ONE DAYTONA BOULEVARD, DAYTONA BEACH, FLORIDA	32114
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:(386) 254-2700

_________________________________ 

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  ý    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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  ý    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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	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  ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Class A Common Stock	26,491,488 shares	As of May 31, 2013
Class B Common Stock	20,004,819 shares	As of May 31, 2013

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION		3
	ITEM 1. FINANCIAL STATEMENTS	3
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
	ITEM 4. CONTROLS AND PROCEDURES	32
PART II—OTHER INFORMATION		33
	ITEM 1. LEGAL PROCEEDINGS	33
	ITEM 1A. RISK FACTORS	33
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES	34
	ITEM 4. MINE SAFETY DISCLOSURES	34
	ITEM 5. OTHER INFORMATION	34
	ITEM 6. EXHIBITS	34
SIGNATURES		35

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Balance Sheets

	November 30, 2012			May 31, 2013
	(Unaudited)
	(In Thousands, Except Share and Per Share Amounts)
ASSETS
Current Assets:
Cash and cash equivalents	$	78,379		$	162,577
Receivables, less allowance of $1,000 in 2012 and 2013, respectively	30,830			48,774
Inventories	3,020			3,940
Income taxes receivable	6,202			3,857
Deferred income taxes	2,029			2,047
Prepaid expenses and other current assets	7,159			14,967
Total Current Assets	127,619			236,162
Property and Equipment, net of accumulated depreciation of $701,054 and $734,486, respectively	1,362,186			1,344,299
Other Assets:
Equity investments	146,378			141,129
Intangible assets, net	178,649			178,635
Goodwill	118,791			118,791
Other	8,118			7,596
	451,936			446,151
Total Assets	$	1,941,741		$	2,026,612
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	2,513		$	2,532
Accounts payable	12,630			10,390
Deferred income	42,818			85,198
Income taxes payable	1,507			4,715
Current tax liabilities	434			440
Other current liabilities	16,849			30,486
Total Current Liabilities	76,751			133,761
Long-Term Debt	274,419			274,100
Deferred Income Taxes	328,223			330,267
Long-Term Tax Liabilities	1,790			1,960
Long-Term Deferred Income	10,455			9,160
Other Long-Term Liabilities	1,293			1,681
Shareholders’ Equity:
Class A Common Stock, $.01 par value, 80,000,000 shares authorized; 26,081,558 and 26,151,705 issued and outstanding in 2012 and 2013, respectively	260			261
Class B Common Stock, $.01 par value, 40,000,000 shares authorized; 20,050,277 and 20,004,819 issued and outstanding in 2012 and 2013, respectively	200			200
Additional paid-in capital	442,474			443,293
Retained earnings	811,172			836,896
Accumulated other comprehensive loss	(5,296		)	(4,967		)
Total Shareholders’ Equity	1,248,810			1,275,683
Total Liabilities and Shareholders’ Equity	$	1,941,741		$	2,026,612

See accompanying notes

3

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statements of Operations

	Three Months Ended
	May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands, Except Share and Per Share Amounts)
REVENUES:
Admissions, net	$	37,344		$	35,778
Motorsports related	125,759			126,046
Food, beverage and merchandise	12,724			12,734
Other	3,768			3,816
	179,595			178,374
EXPENSES:
Direct:
Prize and point fund monies and NASCAR sanction fees	48,855			50,144
Motorsports related	34,759			34,889
Food, beverage and merchandise	10,130			9,492
General and administrative	27,862			26,363
Depreciation and amortization	19,167			19,658
Losses on asset retirements	5,653			748
	146,426			141,294
Operating income	33,169			37,080
Interest income	31			19
Interest expense	(2,904		)	(3,879		)
Loss on early redemption of debt	(9,144		)	—
Equity in net income from equity investments	1,395			3,231
Other	77			2
Income before income taxes	22,624			36,453
Income taxes	8,884			14,013
Net income	$	13,740		$	22,440
Dividends per share	$	0.20		$	0.22
Earnings per share:
Basic and diluted	$	0.30		$	0.48
Basic weighted average shares outstanding	46,306,147			46,446,993
Diluted weighted average shares outstanding	46,316,419			46,464,051

See accompanying notes.

4

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statements of Operations

	Six Months Ended
	May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands, Except Share and Per Share Amounts)
REVENUES:
Admissions, net	$	69,870		$	66,515
Motorsports related	206,505			210,651
Food, beverage and merchandise	23,769			22,908
Other	6,849			6,852
	306,993			306,926
EXPENSES:
Direct:
Prize and point fund monies and NASCAR sanction fees	74,107			76,489
Motorsports related	56,724			57,191
Food, beverage and merchandise	17,867			16,775
General and administrative	51,098			52,451
Depreciation and amortization	38,626			39,500
Losses on asset retirements	5,703			2,293
	244,125			244,699
Operating income	62,868			62,227
Interest income	58			39
Interest expense	(6,341		)	(7,841		)
Loss on early redemption of debt	(9,144		)	—
Equity in net income from equity investments	1,094			4,251
Other	916			2
Income before income taxes	49,451			58,678
Income taxes	18,572			22,725
Net income	$	30,879		$	35,953
Dividends per share	$	0.20		$	0.22
Earnings per share:
Basic and diluted	$	0.67		$	0.77
Basic weighted average shares outstanding	46,348,345			46,435,289
Diluted weighted average shares outstanding	46,358,458			46,450,567

See accompanying notes.

5

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statements of Comprehensive Income

	Three Months Ended
	May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands)
Net income	$	13,740		$	22,440
Other comprehensive income:
Foreign currency translation, net of tax of $13	(20		)	—
Amortization of terminated interest rate swap, net of tax benefit of $106 and $106, respectively	165			165
Comprehensive income	$	13,885		$	22,605
	Six Months Ended
	May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands)
Net income	$	30,879		$	35,953
Other comprehensive income:
Amortization of terminated interest rate swap, net of tax benefit of $213 and $212, respectively	328			329
Comprehensive income	$	31,207		$	36,282

See accompanying notes

6

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statement of Shareholders’ Equity

	Class A Common Stock $.01 Par Value		Class B Common Stock $.01 Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
	(Unaudited) (In Thousands)
Balance at November 30, 2012	$	260	$	200	$	442,474		$	811,172		$	(5,296	)	$	1,248,810
Activity 12/1/12 — 5/31/13:
Net income	—		—		—			35,953			—			35,953
Comprehensive income	—		—		—			—			329			329
Cash dividend declared ($0.22 per share)	—		—		—			(10,229		)	—			(10,229		)
Exercise of stock options	1		—		50			—			—			51
Reacquisition of previously issued common stock	—		—		(259		)	—			—			(259		)
Conversion of Class B Common Stock to Class A Common Stock	—		—		—			—			—			—
Excess tax benefits from stock compensation	—		—		(60		)	—			—			(60		)
Stock-based compensation	—		—		1,088			—			—			1,088
Balance at May 31, 2013	$	261	$	200	$	443,293		$	836,896		$	(4,967	)	$	1,275,683

See accompanying notes.

7

INTERNATIONAL SPEEDWAY CORPORATION

Consolidated Statements of Cash Flows

	Six Months Ended
	May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands)
OPERATING ACTIVITIES
Net income	$	30,879		$	35,953
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,626			39,500
Stock-based compensation	809			1,088
Amortization of financing costs	889			718
Deferred income taxes	6,711			1,876
Income from equity investments	(1,094		)	(4,251		)
Distribution from equity investee	—			5,000
Loss on asset retirements, non-cash	5,703			1,184
Other, net	(898		)	(33		)
Changes in operating assets and liabilities:
Receivables, net	(12,090		)	(17,944		)
Inventories, prepaid expenses and other assets	(7,447		)	(8,530		)
Accounts payable and other liabilities	(7,098		)	296
Deferred income	41,374			41,085
Income taxes	1,778			5,819
Net cash provided by operating activities	98,142			101,761
INVESTING ACTIVITIES
Capital expenditures	(26,092		)	(21,632		)
Distribution from equity investee and affiliate	—			4,500
Equity investments and advances to affiliate	(51,556		)	—
Other, net	1,408			111
Net cash used in investing activities	(76,240		)	(17,021		)
FINANCING ACTIVITIES
Payment under credit facility	(60,000		)	—
Proceeds from credit facility	130,000			—
Payment of long-term debt	(87,356		)	(334		)
Exercise of Class A common stock options	—			51
Reacquisition of previously issued common stock	(10,556		)	(259		)
Net cash used in financing activities	(27,912		)	(542		)
Net (decrease) increase in cash and cash equivalents	(6,010		)	84,198
Cash and cash equivalents at beginning of period	110,078			78,379
Cash and cash equivalents at end of period	$	104,068		$	162,577

See accompanying notes.

8

International Speedway Corporation

Notes to Consolidated Financial Statements

May 31, 2013

(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States for interim financial information but do not include all of the information and disclosures required for complete financial statements. The balance sheet at November 30, 2012, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and notes thereto included in the latest annual report on Form 10-K for International Speedway Corporation and its wholly-owned subsidiaries (the “Company” or “ISC”). In management’s opinion, the statements include all adjustments which are necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature.

Because of the seasonal concentration of racing events, the results of operations for the three and six months ended May 31, 2012 and 2013, respectively, are not indicative of the results to be expected for the year.

2. New Accounting Pronouncements

In February 2013, FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. The objective of this Update is to set requirements for presentation for significant items reclassified to net income in their entirety during the period and for items not reclassified to net income in their entirety during the period. For public entities, the amended requirements are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. This statement only impacts disclosures of reclassification adjustments and is not material to the Company's financial statement presentation.The Company will adopt the amendments of this statement in fiscal 2014.

3. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended May 31, 2012 and 2013 (in thousands, except share and per share amounts):

	Three Months Ended				Six Months Ended
	May 31, 2012		May 31, 2013		May 31, 2012		May 31, 2013
Numerator:
Net income	$	13,740	$	22,440	$	30,879	$	35,953
Denominator:
Weighted average shares outstanding	46,306,147		46,446,993		46,348,345		46,435,289
Effect of dilutive securities	10,272		17,058		10,113		15,278
Diluted weighted average shares outstanding	46,316,419		46,464,051		46,358,458		46,450,567
Basic and diluted earnings per share	$	0.30	$	0.48	$	0.67	$	0.77
Anti-dilutive shares excluded in the computation of diluted earnings per share	232,488		215,246		238,192		219,699

4. Equity and Other Investments

Hollywood Casino at Kansas Speedway

In February 2012, Kansas Entertainment, LLC, (“Kansas Entertainment”) a 50/50 joint venture of Penn Hollywood Kansas, Inc. (“Penn”), a subsidiary of Penn National Gaming, Inc. and Kansas Speedway Development Corporation (“KSDC”), a wholly owned indirect subsidiary of ISC, opened the Hollywood-themed and branded destination entertainment facility, overlooking turn two of Kansas Speedway. Penn is the managing member of Kansas Entertainment and is responsible for the operations of the casino.

9

The Company has accounted for Kansas Entertainment as an equity investment in its financial statements as of May 31, 2012 and 2013. Start up and related costs through opening were expensed through equity in net income from equity investments. The Company’s 50.0 percent portion of Kansas Entertainment’s net income is approximately $1.4 million and $3.2 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $1.1 million and $4.3 million for the six months ended May 31, 2012 and 2013, respectively, and is included in equity in net income from equity investments in its consolidated statements of operations.

Distributions from Kansas Entertainment, for the six months ended May 31, 2013, totaling $9.5 million, consists of $5.0 million received as a distribution from its profits, and is included in net cash provided by operating activities on the Company's statement of cash flows, and the remaining $4.5 million received, which was recognized as a return of capital from investing activities on the Company's statement of cash flows.

Staten Island Property

The Company's wholly owned indirect subsidiary, 380 Development, LLC (“380 Development”), owns 676 acres located in the New York City borough of Staten Island. The Company is currently in exclusive negotiations with an interested buyer for 380 Development. The timing of any closing is uncertain and the Company cannot assure that one will occur as a result of these exclusive negotiations.

Motorsports Authentics

The Company is a partner with Speedway Motorsports, Inc. in a 50/50 joint venture, SMISC, LLC, which, through its wholly owned subsidiary Motorsports Authentics, LLC conducts business under the name Motorsports Authentics (“MA”). MA designs, promotes, markets and distributes motorsports licensed merchandise. The Company’s investment in MA was previously reduced to zero and it did not recognize any net income or loss from operations of MA during the three and six months ended May 31, 2012 or 2013, respectively.

5. Goodwill and Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of the major classes of intangible assets relating to the Motorsports Event segment are as follows (in thousands):

	November 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		51		41
Total amortized intangible assets	102		59		43
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	59	$	178,649
	May 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		65		27
Total amortized intangible assets	102		73		29
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	73	$	178,635

10

The following table presents current and expected amortization expense of the existing intangible assets as of May 31, 2013 for each of the following periods (in thousands):

Amortization expense for the six months ended May 31, 2013	$	14
Remaining estimated amortization expense for the year ending November 30:
2013	7
2014	16
2015	6

There were no changes in the carrying value of goodwill during the three and six months ended May 31, 2013.

6. Long-Term Debt

Long-term debt consists of the following (in thousands):

	November 30, 2012		May 31, 2013
4.63 percent Senior Notes	$	65,000	$	65,000
3.95 percent Senior Notes	100,000		100,000
4.82 percent Revenue Bonds	970		818
6.25 percent Term Loan	50,318		50,136
TIF bond debt service funding commitment	60,644		60,678
Revolving Credit Facility	—		—
	276,932		276,632
Less: current portion	2,513		2,532
	$	274,419	$	274,100

The $65.0 million principal amount of senior unsecured notes (“4.63 percent Senior Notes”) bear interest at 4.63 percent and are due January 2021, require semi-annual interest payments on January 18 and July 18 through their maturity. The 4.63 percent Senior Notes may be redeemed in whole or in part, at the Company’s option, at any time or from time to time at redemption prices as defined in the indenture. Certain of the Company’s wholly owned domestic subsidiaries are guarantors of the 4.63 percent Senior Notes. The 4.63 percent Senior Notes also contain various restrictive covenants. The deferred financing fees, along with a deferred interest rate swap balance included in accumulated other comprehensive loss, are treated as additional interest expense and are being amortized over the life of the 4.63 percent Senior Notes, on a straight-line method, which approximates the effective yield method. At May 31, 2013, outstanding principal on the 4.63 percent Senior Notes was approximately $65.0 million.

At May 31, 2013, the Company has approximately $5.0 million, net of tax, deferred in accumulated other comprehensive loss associated with a terminated interest rate swap, related to the 4.63 percent Senior Notes, which is being amortized as interest expense over the life of the private placement senior notes completed in January 2011. The Company expects to recognize approximately $0.7 million of this balance, net of tax, during the next 12 months in the consolidated statement of operations.

The $100.0 million principal amount of senior unsecured notes (“3.95 percent Senior Notes”) bear interest at 3.95 percent and are due September 2024. The 3.95 percent Senior Notes require semi-annual interest payments on March 13 and September 13 through their maturity. The 3.95 percent Senior Notes may be redeemed in whole or in part, at the Company's option, at any time or from time to time at redemption prices as defined in the indenture. Certain of the Company's wholly owned domestic subsidiaries are guarantors of the 3.95 percent Senior Notes. The 3.95 percent Senior Notes also contain various restrictive covenants. The deferred financing fees are treated as additional interest expense and are being amortized over the life of the 3.95 percent Senior Notes on a straight-line method, which approximates the effective yield method.

The Company’s wholly owned subsidiary, Chicagoland Speedway Corporation, which owns and operates Chicagoland Speedway and Route 66 Raceway, has debt outstanding in the form of revenue bonds payable (“4.82 percent Revenue Bonds”), consisting of economic development revenue bonds issued by the City of Joliet, Illinois to finance certain land improvements. The 4.82 percent Revenue Bonds have an interest rate of 4.82 percent and a monthly payment of $29,000 principal and interest. At May 31, 2013, outstanding principal on the 4.82 percent Revenue Bonds was approximately $0.8 million.

The term loan (“6.25 percent Term Loan”), related to the Company’s International Motorsports Center, has a 25 year term due October 2034, an interest rate of 6.25 percent, and a current monthly payment of approximately $292,000. At May 31, 2013, the outstanding principal on the 6.25 percent Term Loan was approximately $50.1 million.

11

At May 31, 2013, outstanding taxable special obligation revenue (“TIF”) bonds, in connection with the financing of Kansas Speedway, totaled approximately $60.7 million, net of the unamortized discount, which is comprised of a $11.6 million principal amount, 6.15 percent term bond due December 1, 2017 and a $49.7 million principal amount, 6.75 percent term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government of Wyandotte County/Kansas City, Kansas (“Unified Government”) with payments made in lieu of property taxes (“Funding Commitment”) by the Company’s wholly owned subsidiary, Kansas Speedway Corporation (“KSC”). Principal (mandatory redemption) payments per the Funding Commitment are payable by KSC on October 1 of each year. The semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of each year. KSC granted a mortgage and security interest in the Kansas project for its Funding Commitment obligation.

The Company's $300.0 million revolving credit facility (“2012 Credit Facility”) contains a feature that allows the Company to increase the credit facility to a total of $500.0 million, subject to certain conditions. The 2012 Credit Facility accrues interest at LIBOR plus 100.0 — 162.5 basis points, depending on the better of its debt rating as determined by specified rating agencies or the Company’s leverage ratio. The 2012 Credit Facility contains various restrictive covenants. At May 31, 2013, the Company had no outstanding borrowings under the 2012 Credit Facility.

In March 2012, the Company utilized additional borrowings under its revolving credit facility to redeem and retire all outstanding $87.0 million principal amount of the 5.40 percent Senior Notes, including the payment of a tender premium of approximately $9.0 million and accrued interest. The net tender premium associated with the unamortized net deferred financing costs and unamortized original issuance discount were recorded as loss on early redemption of debt totaling approximately $9.1 million.

Total interest expense from continuing operations incurred by the Company was approximately $2.9 million and $3.9 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $6.3 million and $7.8 million for the six months ended May 31, 2012 and 2013, respectively. Total interest capitalized for the three months ended May 31, 2012 and 2013 was approximately $1.2 million and $0.3 million, and approximately $2.7 million and $0.5 million for the six months ended May 31, 2012 and 2013.

Financing costs of approximately $5.0 million and $4.7 million, net of accumulated amortization, have been deferred and are included in other assets at November 30, 2012 and May 31, 2013, respectively. These costs are being amortized on a straight-line method, which approximates the effective yield method, over the life of the related financing.

7. Financial Instruments

Various inputs are considered when determining the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities which approximate fair value due to the short-term maturities of these assets and liabilities. These inputs are summarized in the three broad levels listed below:

• Level 1 — observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

At May 31, 2013, the Company had money market funds totaling approximately $57.6 million which are included in cash and cash equivalents in its consolidated balance sheets. All inputs used to determine fair value are considered level 1 inputs.

Fair values of long-term debt are based on quoted market prices at the date of measurement. The Company’s credit facilities approximate fair value as they bear interest rates that approximate market. These inputs used to determine fair value are considered level 2 inputs. The fair value of the remaining long-term debt, as determined by quotes from financial institutions, was approximately $301.2 million compared to the carrying amount of approximately $276.9 million and approximately $296.5 million compared to the carrying amount of approximately $276.6 million at November 30, 2012 and May 31, 2013, respectively.

The Company had no level 3 inputs as of May 31, 2013.

8. Capital Stock

Stock Purchase Plan

The Company has a share repurchase program (“Stock Purchase Plan”) under which it is authorized to purchase up to $330.0 million of its outstanding Class A common shares. The timing and amount of any shares repurchased under the Stock Purchase Plan will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The Stock Purchase Plan may be suspended or discontinued at any time without prior notice. No

12

shares have been or will be knowingly purchased from Company insiders or their affiliates.

Since inception of the Plan through May 31, 2013, the Company has purchased 7,063,962 shares of its Class A common shares, for a total of approximately $268.3 million. The Company did not purchase any shares of its Class A common shares during the three month period ended May 31, 2013. Transactions occur in open market purchases and pursuant to a trading plan under Rule 10b5-1. At May 31, 2013, the Company had approximately $61.7 million remaining repurchase authority under the current Stock Purchase Plan.

Annual Dividends

The Company declared an annual dividend of $0.22 per share, payable on June 28, 2013, to common stockholders of record on May 31, 2013.  The Company paid an annual dividend of $0.20 per share in the third quarter of fiscal 2012. 

9. Long-Term Stock Incentive Plan

In May 2013, the Company awarded and issued a total of 80,514 restricted shares of the Company’s Class A common shares to certain officers and managers, under the Company’s Long-Term Stock Incentive Plan (the “2006 Plan”). The shares of restricted stock awarded in May 2013, vest at the rate of 50.0 percent on the third anniversary of the award date and the remaining 50.0 percent on the fifth anniversary of the award date. The weighted average grant date fair value of these restricted share awards was $32.87 per share. In accordance with ASC 718, “Compensation — Stock Compensation” the Company is recognizing stock-based compensation on its restricted shares awarded on the accelerated method over the requisite service period.

10. Comprehensive Income

Comprehensive income is the changes in equity of an enterprise except those resulting from shareholder transactions. Accumulated other comprehensive loss consists of the following (in thousands):

	November 30, 2012		May 31, 2013
Terminated interest rate swap, net of tax benefit of $3,448 and $3,236, respectively	$	5,296	$	4,967

11. Income Taxes

As of May 31, 2013, in accordance with ASC 740, “Income Taxes,” the Company has a total liability of approximately $2.4 million for uncertain tax positions, inclusive of tax and interest. Of this amount, approximately $1.9 million represents income tax liability for uncertain tax positions related to various state income tax matters. If the accrued liability was de-recognized, approximately $1.3 million of taxes would impact the Company’s consolidated statement of operations as a reduction to its effective tax rate. Included in the balance sheet at May 31, 2013 are approximately $0.7 million of items of which, under existing tax laws, the ultimate deductibility is certain but for which the timing of the deduction is uncertain. Because of the impact of deferred income tax accounting, a deduction in a subsequent period would result in a deferred tax asset. Accordingly, upon de-recognition, the tax benefits associated with the reversal of these timing differences would have no impact, except for related interest, on the Company’s effective income tax rate.

The Company recognizes interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. As of May 31, 2013, the total amounts for accrued interest were approximately $0.5 million and there were no amounts related to penalties. If the accrued interest was de-recognized, approximately $0.3 million would impact the Company’s consolidated statement of operations as a reduction to its effective tax rate. The Company believes that it has provided adequate reserves related to these various state matters including interest charges through May 31, 2013.

The Company's effective income tax rate of 39.3 percent for the three month period ended May 31, 2012, approximated the statutory income tax rate. Certain state adjustments, including adjustments to uncertain state tax positions, are the principal causes of the decreased effective income tax rate for the three months ended May 31, 2013 and the six months ended May 31, 2012 and 2013. As a result of these items, the Company's effective income tax rate is approximately 38.4 percent for the three months ended May 31, 2013, and 37.6 percent and 38.7 percent for the six months ended May 31, 2012 and 2013, respectively.

12. Related Party Disclosures and Transactions

All of the racing events that take place during the Company’s fiscal year are sanctioned by various racing organizations such as the American Historic Racing Motorcycle Association, the American Motorcyclist Association, the Automobile Racing Club of America, the American Sportbike Racing Association — Championship Cup Series, the Federation Internationale de L’Automobile, the Federation Internationale Motocycliste, Grand American Road Racing Association (“Grand American”), Historic Sportscar Racing, IZOD IndyCar Series, National Association for Stock Car Auto Racing (“NASCAR”), National Hot

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Rod Association, the Porsche Club of America, the Sports Car Club of America, the Sportscar Vintage Racing Association, the United States Auto Club and the World Karting Association. NASCAR, which sanctions many of the Company’s principal racing events, is a member of the France Family Group which controls approximately 72.0 percent of the combined voting power of the outstanding stock of the Company, as of November 30, 2012, and some members of which serve as directors and officers of the Company. Standard NASCAR sanction agreements require racetrack operators to pay sanction fees and prize and point fund monies for each sanctioned event conducted. The prize and point fund monies are distributed by NASCAR to participants in the events. Prize and point fund monies paid by the Company to NASCAR from continuing operations for disbursement to competitors, which are exclusive of NASCAR sanction fees, totaled approximately $40.4 million and $41.5 million for the three months ended May 31, 2012 and 2013, respectively, and $62.7 million and $64.7 million for the six months ended May 31, 2012 and 2013, respectively.

Under current agreements, NASCAR contracts directly with certain network providers for television rights to the entire NASCAR Sprint Cup, Nationwide and Camping World Truck series schedules. Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees allocated to each NASCAR Sprint Cup, Nationwide and Camping World Truck series event as a component of its sanction fees. The promoter records 90.0 percent of the gross broadcast rights fees as revenue and then records 25.0 percent of the gross broadcast rights fees as part of its awards to the competitors. Ultimately, the promoter retains 65.0 percent of the net cash proceeds from the gross broadcast rights fees allocated to the event. The Company’s television broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR Sprint Cup, Nationwide, and Camping World Truck series events conducted at its wholly owned facilities, and recorded as part of motorsports related revenue, were approximately $89.6 million and $92.3 million for the three months ended May 31, 2012 and 2013, respectively, and $143.3 million and $149.7 million for the six months ended May 31, 2012 and 2013, respectively.

13. Commitments and Contingencies

In October 2002, the Unified Government issued subordinate sales tax special obligation revenue bonds (“2002 STAR Bonds”) totaling approximately $6.3 million to reimburse the Company for certain construction already completed on the second phase of the Kansas Speedway project and to fund certain additional construction. The 2002 STAR Bonds, which require annual debt service payments and are due December 1, 2022, will be retired with state and local taxes generated within the speedway’s boundaries and are not the Company’s obligation. KSC has agreed to guarantee the payment of principal and any required premium and interest on the 2002 STAR Bonds. At May 31, 2013, the Unified Government had approximately $1.7 million outstanding on 2002 STAR Bonds. Under a keepwell agreement, the Company has agreed to provide financial assistance to KSC, if necessary, to support KSC’s guarantee of the 2002 STAR Bonds.

In connection with the Company’s automobile and workers’ compensation insurance coverages and certain construction contracts, the Company has standby letter of credit agreements in favor of third parties totaling approximately $4.0 million at May 31, 2013. At May 31, 2013, there were no amounts drawn on the standby letters of credit.

Current Litigation

The Company is from time to time a party to routine litigation incidental to its business. Management does not believe that the resolution of any or all of such litigation will have a material adverse effect on the Company’s financial condition or results of operations. In addition, on February 23, 2013, during the last lap of the NASCAR Nationwide Series race at Daytona International Speedway ("Daytona"), an on-track incident resulted in debris from a race car entering the grandstands and injuring numerous spectators. Claims have been filed as a result of this incident, however the Company is confident that it has adequate insurance to cover any losses, in excess of its $1.5 million deductible, resulting from claims surrounding this incident.

14. Segment Reporting

The general nature of the Company’s business is a motorsports themed amusement enterprise, furnishing amusement to the public in the form of motorsports themed entertainment. The Company’s motorsports event operations consist principally of racing events at its major motorsports entertainment facilities. The reporting units within the motorsports segment portfolio are reviewed together as the nature of the products and services, the production processes used, the type or class of customer using our products and services, and the methods used to distribute our products or provide their services are consistent in objectives and principles, and predominately uniform and centralized throughout the Company. The Company’s remaining business units, which are comprised of the radio network production and syndication of numerous racing events and programs, certain souvenir merchandising operations not associated with the promotion of motorsports events at the Company’s facilities, construction management services, leasing operations, and financing and licensing operations are included in the “All Other” segment. The Company evaluates financial performance of the business units on operating profit after allocation of corporate general and administrative (“G&A”) expenses. Corporate G&A expenses are allocated to business units based on each business unit’s net revenues to total net revenues.

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The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intersegment sales are accounted for at prices comparable to unaffiliated customers. The following tables provide segment reporting of the Company for the three months ended May 31, 2012 and 2013 (in thousands):

	Three Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	171,323	$	8,676		$	179,999
Depreciation and amortization	17,653		1,514			19,167
Operating income (loss)	32,707		462			33,169
Capital expenditures	12,335		961			13,296
Total assets	1,610,430		382,555			1,992,985
Equity investments	—		152,787			152,787
	Three Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	172,287	$	6,844		$	179,131
Depreciation and amortization	18,292		1,366			19,658
Operating income (loss)	37,568		(488		)	37,080
Capital expenditures	14,394		1,132			15,526
Total assets	1,600,572		426,040			2,026,612
Equity investments	—		141,129			141,129
	Six Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	294,273	$	13,481		$	307,754
Depreciation and amortization	35,507		3,119			38,626
Operating income (loss)	64,090		(1,222		)	62,868
Capital expenditures	24,371		1,721			26,092
	Six Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	296,287	$	11,801		$	308,088
Depreciation and amortization	36,740		2,760			39,500
Operating income (loss)	64,638		(2,411		)	62,227
Capital expenditures	20,133		1,499			21,632

Intersegment revenues were approximately $0.4 million and $0.8 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $0.8 million and $1.2 million for the six months ended May 31, 2012 and 2013, respectively.

The Company recorded losses on asset retirements of approximately $5.7 million and $0.7 million, for the three months ended May 31, 2012 and 2013, respectively, and approximately $5.7 million and $2.3 million, for the six months endedMay 31, 2012 and 2013, respectively, and are primarily attributable to the removal of certain assets not fully depreciated. These losses were included in the Motorsports Event segment.

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15. Subsequent Event

Daytona Rising: Reimagining an American Icon

The Company has recently announced that it is redeveloping the frontstretch of Daytona, the Company's 54-year-old flagship motorsports facility, to enhance the event experience for its fans, marketing partners, broadcasters and the motorsports industry. The redevelopment of Daytona has been branded the Daytona Rising project.

As part of the Daytona Rising project, the Company has entered into a Design-Build Agreement with Barton Malow Company (“Barton Malow”), which obligates us to pay Barton Malow approximately $316.0 million for the completion of the work described in the Design-Build Agreement. The amount is a stipulated sum to be paid for the work, which may not change unless the Company requests a change in the scope of work. The Design-Build Agreement contains certain provisions and representations usual and customary for agreements of this type, including, among others, provisions regarding liquidated damages to be assessed for work that is not completed according to the agreed upon schedule, provisions regarding payment schedules, and provisions regarding bonding and liability insurance policies applicable to the work. In addition, the Design-Build Agreement contains customary provisions regarding termination, review and inspection of the work, warranties and the use of subcontractors.

The Company currently anticipates the Daytona Rising project to cost between $375.0 million to $400.0 million, excluding capitalized interest. Total expenditures incurred for the Daytona Rising project through May 31, 2013 were approximately $15.0 million. The Company expects to fund the Daytona Rising project from cash on hand, cash from its operations and may use borrowings on its credit facility for a limited period of time.

Upon review of the Design-Build agreement documents and drawings, the Company believes that there are assets with carrying values of approximately $50.0 million that may be impacted by the redevelopment and that those assets may require accelerated depreciation, impairments, or losses on disposal, over the next 26 months.

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PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

General

The general nature of our business is a motorsports themed amusement enterprise, furnishing amusement to the public in the form of motorsports themed entertainment. We derive revenues primarily from (i) admissions to motorsports events and motorsports themed amusement activities held at our facilities, (ii) revenue generated in conjunction with or as a result of motorsports events and motorsports themed amusement activities conducted at our facilities, and (iii) catering, concession and merchandising services during or as a result of these events and amusement activities.

“Admissions, net” revenue includes ticket sales for all of our racing events and other motorsports activities and amusements, net of any applicable taxes.

“Motorsports related” revenue primarily includes television and ancillary media rights fees, promotion and sponsorship fees, hospitality rentals (including luxury suites, chalets and the hospitality portion of club seating), advertising revenues, royalties from licenses of our trademarks, parking and camping revenues, and track rental fees.

“Food, beverage and merchandise” revenue includes revenues from concession stands, direct sales of souvenirs, hospitality catering, programs and other merchandise and fees paid by third party vendors for the right to occupy space to sell souvenirs and concessions at our motorsports entertainment facilities.

Direct expenses include (i) prize and point fund monies and National Association for Stock Car Auto Racing’s (“NASCAR”) sanction fees, (ii) motorsports related expenses, which include labor, advertising, costs of competition paid to sanctioning bodies other than NASCAR and other expenses associated with the promotion of all of our motorsports events and activities, and (iii) food, beverage and merchandise expenses, consisting primarily of labor and costs of goods sold.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While our estimates and assumptions are based on conditions existing at and trends leading up to the time the estimates and assumptions are made, actual results could differ materially from those estimates and assumptions. We continually review our accounting policies, how they are applied and how they are reported and disclosed in the financial statements.

The following is a summary of our critical accounting policies and estimates and how they are applied in the preparation of the financial statements.

Basis of Presentation and Consolidation. We consolidate all entities we control by ownership of a majority voting interest and variable interest entities for which we have the power to direct activities and the obligation to absorb losses. Our judgment in determining if we consolidate a variable interest entity includes assessing which party, if any, has the power and benefits. Therefore, we evaluate which activities most significantly affect the variable interest entities economic performance and determine whether we, or another party, have the power to direct these activities.

We apply the equity method of accounting for our investments in joint ventures and other investees whenever we can exert significant influence on the investee but do not have effective control over the investee. Our consolidated net income includes our share of the net earnings or losses from these investees. Our judgment regarding the level of influence over each equity method investee includes considering factors such as our ownership interest, board representation and policy making decisions. We periodically evaluate these equity investments for potential impairment where a decline in value is determined to be other than temporary. We eliminate all significant intercompany transactions from financial results.

Revenue Recognition. Advance ticket sales and event-related revenues for future events are deferred until earned, which is generally once the events are conducted. The recognition of event-related expenses is matched with the recognition of event-related revenues.

NASCAR contracts directly with certain network providers for television rights to the entire NASCAR Sprint Cup, Nationwide and Camping World Truck series schedules. Event promoters share in the television rights fees in accordance with the provision of the sanction agreement for each NASCAR Sprint Cup, Nationwide and Camping World Truck series event. Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees allocated to each NASCAR Sprint Cup, Nationwide and Camping World Truck series event as a component of its sanction fees. The promoter records 90.0 percent of

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the gross broadcast rights fees as revenue and then records 25.0 percent of the gross broadcast rights fees as part of its awards to the competitors. Ultimately, the promoter retains 65.0 percent of the net cash proceeds from the gross broadcast rights fees allocated to the event.

Our revenues from marketing partnerships are paid in accordance with negotiated contracts, with the identities of partners and the terms of sponsorship changing from time to time. Some of our marketing partnership agreements are for multiple facilities and/or events and include multiple specified elements, such as tickets, hospitality chalets, suites, display space and signage for each included event. The allocation of such marketing partnership revenues between the multiple elements, events and facilities is based on relative selling price. The sponsorship revenue allocated to an event is recognized when the event is conducted.

Revenues and related costs from the sale of merchandise to retail customers, internet sales and direct sales to dealers are recognized at the time of sale.

Business Combinations. All business combinations are accounted for under the acquisition method. Whether net assets or common stock is acquired, fair values are determined and assigned to the purchased assets and assumed liabilities of the acquired entity. The excess of the cost of the acquisition over fair value of the net assets acquired (including recognized intangibles) is recorded as goodwill. Business combinations involving existing motorsports entertainment facilities commonly result in a significant portion of the purchase price being allocated to the fair value of the contract-based intangible asset associated with long-term relationships manifest in the sanction agreements with sanctioning bodies, such as NASCAR and Grand American Road Racing Association (“Grand American”) series. The continuity of sanction agreements with these bodies has historically enabled the facility operator to host motorsports events year after year. While individual sanction agreements may be of terms as short as one year, a significant portion of the purchase price in excess of the fair value of acquired tangible assets is commonly paid to acquire anticipated future cash flows from events promoted pursuant to these agreements which are expected to continue for the foreseeable future and therefore, in accordance with ASC 805-50, “Business Combinations,” are recorded as indefinite-lived intangible assets recognized apart from goodwill.

Capitalization and Depreciation Policies. Property and equipment are stated at cost. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Depreciation and amortization for financial statement purposes are provided on a straight-line basis over the estimated useful lives of the assets. When we construct assets, we capitalize costs of the project, including, but not limited to, certain pre-acquisition costs, permitting costs, fees paid to architects and contractors, certain costs of our design and construction subsidiary, property taxes and interest.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered an operating expense or a capital asset is a matter of judgment. When constructing or purchasing assets, we must determine whether existing assets are being replaced or otherwise impaired, which also is a matter of judgment. Our depreciation expense for financial statement purposes is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based upon our experience with similar assets, industry, legal and regulatory factors, and our expectations of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

Interest costs associated with major development and construction projects are capitalized as part of the cost of the project. Interest is typically capitalized on amounts expended using the weighted-average cost of our outstanding borrowings, since we typically do not borrow funds directly related to a development or construction project. We capitalize interest on a project when development or construction activities begin, and cease when such activities are substantially complete or are suspended for more than a brief period.

Impairment of Long-lived Assets, Goodwill and Other Intangible Assets. Our consolidated balance sheets include significant amounts of long-lived assets, goodwill and other intangible assets which could be subject to impairment. As of May 31, 2013, goodwill and other intangible assets and property and equipment accounts for approximately $1.6 billion, or 81.0 percent of our total assets. We account for our goodwill and other intangible assets in accordance with ASC 350, “Intangibles — Goodwill and Other,” and for our long-lived assets in accordance with ASC 360, “Property, Plant and Equipment.”

We follow applicable authoritative guidance on accounting for goodwill and other intangible assets which specifies, among other things, non-amortization of goodwill and other intangible assets with indefinite useful lives and requires testing for possible impairment, either upon the occurrence of an impairment indicator or at least annually. We complete our annual testing in our fiscal fourth quarter, based on assumptions regarding our future business outlook and expected future discounted cash flows attributable to such assets (using the fair value assessment provision of applicable authoritative guidance), supported by quoted market prices or comparable transactions where available or applicable.

While we continue to review and analyze many factors that can impact our business prospects in the future (as further described in “Risk Factors”), our analysis is subjective and is based on conditions existing at, and trends leading up to, the time the estimates and assumptions are made. Different conditions or assumptions, or changes in cash flows or profitability, if significant, could have a material adverse effect on the outcome of the impairment evaluation and our future condition or

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results of operations. The adverse economic trends of the most recent recession, which impacted credit availability, consumer confidence and unemployment levels, contributed to the decrease in attendance related, as well as corporate partner, revenues for certain of our motorsports events. Despite this, we believe there has been no significant change in the long-term fundamentals of our ongoing motorsports event business. We believe our present operational and cash flow outlook further support our conclusion.

In connection with our fiscal 2012 assessment of goodwill and intangible assets for possible impairment we used the methodology described above. We believe our methods used to determine fair value and evaluate possible impairment were appropriate, relevant, and represent methods customarily available and used for such purposes. Our latest annual assessment of goodwill and other intangible assets in the fourth quarter of fiscal 2012 indicated there had been no impairment and the fair value substantially exceeded the carrying value for the respective reporting units, except for one reporting unit. The estimated fair value for this one reporting unit, which has goodwill of less than $20.0 million, exceeded the carrying value by less than 5 percent as determined using our internal discounted cash flow methodology. We believe the most recent comparable market transactions would support a substantially higher valuation.

In addition, our growth strategy includes investing in certain joint venture opportunities. In these equity investments we exert significant influence on the investee but do not have effective control over the investee, which adds an additional element of risk that can adversely impact our financial position and results of operations. The carrying value of our equity investments was $141.1 million at May 31, 2013.

Income Taxes. Tax laws require that certain items be included in our tax return at different times than when these items are reflected in our consolidated financial statements. Some of these differences are permanent, such as expenses not deductible on our tax return. However, some differences reverse over time, such as depreciation expense, and these temporary differences create deferred tax assets and liabilities. Our estimates of deferred income taxes and the significant items giving rise to deferred tax assets and liabilities reflect our assessment of actual future taxes to be paid on items reflected in our financial statements, giving consideration to both timing and probability of realization. Actual income taxes could vary significantly from these estimates due to future changes in income tax law or changes or adjustments resulting from final review of our tax returns by taxing authorities, which could also adversely impact our cash flow.

In the ordinary course of business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Accruals for uncertain tax positions are provided for in accordance with the requirements of ASC 740, “Income Taxes.” Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50.0 percent likelihood of being realized upon the ultimate settlement. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. Such differences could have a material impact on the income tax provision and operating results in the period in which such determination is made.

Contingent Liabilities. Our determination of the treatment of contingent liabilities in the financial statements is based on our view of the expected outcome of the applicable contingency. In the ordinary course of business, we consult with legal counsel on matters related to litigation and other experts both within and outside our Company. We accrue a liability if the likelihood of an adverse outcome is probable and the amount of loss is reasonably estimable. We disclose the matter but do not accrue a liability if the likelihood of an adverse outcome is reasonably possible and an estimate of loss is not determinable. Legal and other costs incurred in conjunction with loss contingencies are expensed as incurred.

Equity and Other Investments

Hollywood Casino at Kansas Speedway

In February 2012, Kansas Entertainment, LLC, (“Kansas Entertainment”) a 50/50 joint venture of Penn Hollywood Kansas, Inc. (“Penn”), a subsidiary of Penn National Gaming, Inc. and Kansas Speedway Development Corporation (“KSDC”), a wholly owned indirect subsidiary of ISC, opened the Hollywood-themed and branded destination entertainment facility, overlooking turn two of Kansas Speedway (“Kansas”). Penn is the managing member of Kansas Entertainment and is responsible for the operations of the casino.

We have accounted for Kansas Entertainment as an equity investment in our financial statements as of May 31, 2012 and 2013. Start up and related costs through opening were expensed through equity in net income from equity investments. Our 50.0 percent portion of Kansas Entertainment’s net income is approximately $1.4 million and $3.2 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $1.1 million and $4.3 million for the six months ended

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May 31, 2012 and 2013, respectively, and is included in equity in net income from equity investments in our consolidated statements of operations.

Distributions from Kansas Entertainment, for the six months ended May 31, 2013, totaling $9.5 million, consists of $5.0 million received as a distribution from its profits, and is included in net cash provided by operating activities on our statement of cash flows, and the remaining $4.5 million received, which was recognized as a return of capital from investing activities on our statement of cash flows.

Staten Island Property

Our wholly owned indirect subsidiary, 380 Development, LLC (“380 Development”), owns 676 acres located in the New York City borough of Staten Island. We are currently in exclusive negotiations with an interested buyer for 380 Development. The timing of any closing is uncertain and we cannot assure that one will occur as a result of these exclusive negotiations.

Motorsports Authentics

We are a partner with Speedway Motorsports, Inc. in a 50/50 joint venture, SMISC, LLC, which, through its wholly owned subsidiary Motorsports Authentics, LLC conducts business under the name Motorsports Authentics (“MA”). MA designs, promotes, markets and distributes motorsports licensed merchandise. Our investment in MA was previously reduced to zero and we did not recognize any net income or loss from operations of MA during the six months ended May 31, 2012 or 2013, respectively.

Stock Purchase Plan

An important component of our capital allocation strategy is returning capital to shareholders. We have solid operating margins that generate substantial operating cash flow. Using these internally generated proceeds, we have returned a significant amount of capital to shareholders primarily through our share repurchase program.

We have a share repurchase program (“Stock Purchase Plan”) under which we are authorized to purchase up to $330.0 million of our outstanding Class A common shares. The timing and amount of any shares repurchased under the Stock Purchase Plan will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The Stock Purchase Plan may be suspended or discontinued at any time without prior notice. No shares have been or will be knowingly purchased from Company insiders or their affiliates.

Since inception of the Plan through May 31, 2013, we have purchased 7,063,962 shares of our Class A common shares, for a total of approximately $268.3 million. We did not purchase any shares of our Class A common shares during the three month period ended May 31, 2013. Transactions occur in open market purchases and pursuant to a trading plan under Rule 10b5-1. At May 31, 2013, we had approximately $61.7 million remaining repurchase authority under the current Stock Purchase Plan.

Income Taxes

Our effective income tax rate for the three month period ended May 31, 2012, approximated the statutory income tax rate. Certain state tax adjustments, including adjustments to uncertain state tax positions, are the principal causes of the decreased effective income tax rate for the three months ended May 31, 2013 and the six months ended May 31, 2012 and 2013. As a result of these items, our effective income tax rate is approximately 38.4 percent for the three months ended May 31, 2013, and 37.6 percent and 38.7 percent for the six months ended May 31, 2012 and 2013, respectively.

Future Trends in Operating Results

We compete for discretionary spending and leisure time with many other entertainment alternatives and are subject to factors that generally affect the recreation, leisure and sports industry, including general economic conditions. Our operations are also sensitive to factors that affect corporate budgets. Such factors include, but are not limited to, general economic conditions, employment levels, business conditions, interest and taxation rates, relative commodity prices, and changes in consumer tastes and spending habits.

The unprecedented adverse economic trends, which significantly impacted consumer confidence and disproportionately affected different demographics of our target customers, have influenced the frequency with which guests attended our major motorsports entertainment events. Recurring uncertainty in regional economic conditions and further weakening in the economy may adversely impact attendance levels, guest spending levels, and our ability to secure corporate marketing partnerships in the future. Reductions in any of these categories can directly and negatively affect revenues and profitability. Beginning in 2009 we mitigated the decline of certain revenue categories with sustainable cost containment initiatives. Beginning in 2012, we re-instituted merit pay increases to more normalized levels. Certain non-controllable costs, such as NASCAR sanction fees, have increased this year and we may continue to experience incremental increases. While we are sustaining the significant cost reductions previously implemented, we do not expect further significant cost reductions.

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Admissions

Achieving event sellouts and creating excess demand are crucial to the optimal performance of our major motorsports facilities that host NASCAR Sprint Cup Series events. An important component of our operating strategy has been our long-standing practice of focusing on supply and demand when evaluating ticket pricing and adjusting capacity at our facilities. By effectively managing both ticket prices and seating capacity, we have historically shown the ability to stimulate ticket renewals and advance ticket sales.

Advance ticket sales result in earlier cash flow and reduce the potential negative impact of actual, as well as forecasted, inclement weather. With any ticketing initiative, we first examine our ticket pricing structure for each segmented area within our major motorsports entertainment facilities to ensure prices are on target with market demand. When determined necessary, we adjust ticket pricing. We believe our ticket pricing is consistent with current demand, providing attractive price points for all income levels.

It is important that we maintain the integrity of our ticket pricing model by rewarding our customers who purchase tickets during the renewal period. We do not adjust pricing downward inside of the sales cycle to avoid rewarding last-minute ticket buyers by discounting tickets. Further, we closely monitor and manage the availability of promotional tickets. All of these factors could have a detrimental effect on our ticket pricing model and long-term value of our business. We believe it is more important to encourage advance ticket sales and maintain price integrity to achieve long-term growth than to capture short-term incremental revenue. We continue to implement innovative ticket pricing strategies whereby prices increase over time as well as price increases week of/day of races to capture incremental revenues.

Adjusting seating capacity is another strategy to promote sellouts, create excess demand and in turn increase capacity utilization at our major motorsports facilities. Over the past few years, we have reduced capacity at our major motorsports facilities. A significant portion of the capacity reduction was a result of providing improved fan amenities such as wider seating and creating social zones. We are evaluating certain of our major motorsports facilities for further reductions in capacity. The areas within our major motorsports facilities that we are considering reducing capacity include removing seats that do not provide sufficient engagement for our customers, such as inadequate site lines. Based on experience and the evolution of modern sports facilities, demand depends in part on the fans' experience. Enhancing the live event experience for our fans is a critical strategy for our future growth. Other benefits of increasing capacity utilization may include better pricing power for our events; purchasing tickets sooner by our customers; increasing customer retention; driving attendance to our lead-in events, such as NASCAR's Nationwide and Camping World Truck series events; and a more visually compelling event for the television audience. We will continue to monitor market demand and sports entertainment best-in-class amenities, which could further impact capacity at certain of our major motorsports facilities.

The industry and its stakeholders are committed to growing the sport and have aligned with NASCAR as it initiates its five-year Industry Action Plan (“IAP”) to connect with existing fans, as well as engage Gen Y, youth and multicultural consumers in motorsports. Additional areas of focus within the IAP, supported by all stakeholders to enhance the appeal of NASCAR racing, include building product relevance, cultivating driver star power, growing social media activities and enhancing the event experience.

We are supporting the IAP on a number of fronts. Specifically, we are redeveloping the frontstretch of Daytona International Speedway (“Daytona”), the Company's 54-year-old flagship motorsports facility, to enhance the event experience for our fans, marketing partners, broadcasters and the motorsports industry (See "Daytona Rising: Reimagining an American Icon").

We are also committed to meeting and exceeding our customers expectations at our other motorsports facilities through on-going capital improvements at these facilities. We are providing our fans enhanced audio and visual experiences, comfortable and wider seating, additional concession and merchandise points-of-sale, more social zones and greater social connectivity.

Corporate Partnerships

The number of Fortune 500 companies invested in NASCAR remains higher than any other sport. Nearly one-in-four Fortune 500 companies use NASCAR as part of their marketing mix. For the second consecutive year, the number of Fortune 500 companies involved in NASCAR increased; and is an eight percent improvement over 2008.

We believe that our presence in key metropolitan statistical areas, year-round event schedule, impressive portfolio of major motorsports events and attractive fan demographics are beneficial as we continue to pursue renewal and expansion of existing corporate marketing partnerships and establish new corporate relationships.

Our corporate sales team continues to generate strong levels of interest from corporate prospects. Entering the 2013 motorsports season, we had less open entitlement inventory compared to the beginning of the 2012 motorsports season. All of our available NASCAR Sprint Cup, Nationwide, and Camping World Truck series entitlements have been sold for the year.

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Television Broadcast and Ancillary Media Rights

Domestic broadcast and ancillary media rights fees revenues are an important component of our revenue and earnings stream. Starting in 2007, NASCAR entered into combined eight-year agreements with FOX, ABC/ESPN, TNT and SPEED for the domestic broadcast and related rights for its three national touring series - Sprint Cup, Nationwide and Camping World Truck. The agreements total approximately $4.5 billion over the eight-year period from 2007 through 2014. This results in an approximate $560.0 million gross average annual rights fee for the industry, a more than 40.0 percent increase over the previous contract average of $400.0 million annually. The industry rights fees were approximately $585.0 million for fiscal 2012, and will be approximately $605.0 million for 2013 and $630.0 million for 2014.

FOX and TNT have been strong supporters of NASCAR racing since 2001, and both have played a major role in the sport's climb in popularity. We have, and expect to continue to see, ongoing broadcast innovation in their coverage of NASCAR racing events. Also notable was the return of ESPN to the sport in 2007, which it helped build throughout the 1980s and 1990s. ESPN's coverage and weekly ancillary NASCAR-related programming continue to promote the sport across its various channels.

While the media landscape continues to evolve, we believe NASCAR's position in the sports and entertainment industry remains strong. The NASCAR Sprint Cup Series remains the second highest rated regular season sport on television. Fan engagement for the sport is at its highest in three years, according the Nielsen, with viewers tuning in for 46 percent of all minutes, on average, across all Sprint Cup races in 2012.

For the 2012 season, NASCAR Sprint Cup Series events ranked among the top 2 sports of the weekend on television 20 out of 36 point event weekends in 2012. On average, 4.1 million households and 5.8 million viewers tuned into each NASCAR Sprint Cup Series event during the year. Also, over 70 million unique viewers tuned into a NASCAR Sprint Cup Series event during the year. The NASCAR Sprint Cup Series is the number two sport among all key demographic groups, trailing only the NFL. In addition, the NASCAR Nationwide Series is the second-highest rated motorsports series on television and the NASCAR Camping World Truck Series is the third-highest rated motorsports series on cable television.

Benefiting NASCAR as well as other sports, is that sports broadcasts are the least time-shifted genre of television programming. According to Nielsen, during 2012, 99.0 percent of sporting events were consumed within the same day of airing among 18-49 year olds. Benefiting advertisers is that television viewers who recalled the ads were 10.0 percent more likely to remember the advertiser's brand during sports programs when compared to non-sports programs in 2012.

NASCAR's solid ratings as well as other factors such as the strong demand for live broadcasting and the proliferation of digital video recorders (“DVR”) -- According to Nielsen, 50.3 million of the nation's 114.2 million homes with a television have a DVR. And, CBS research indicates DVR usage has grown 6.0 percent for the 2012 television season compared with the same period in the prior season -- were contributing factors to FOX signing an eight-year extension of its broadcast rights. Industry sources value the extension at more than $2.4 billion over eight years, an approximate 36.4 percent increase over the current agreement that expires after the 2014 season. The agreement with FOX also includes TV Everywhere rights, which will allow FOX to stream the races it broadcasts to FOX Sports-affiliated websites. As a result of the FOX agreement, we believe NASCAR has a strong negotiating position for the remaining media rights inventory.

This past March, Fox announced that it is launching a 24-hour Fox Sports 1 network to compete with ESPN. Fox Sports 1 will debut in August 2013 in approximately 90.0 million TV households. Beginning in 2015, a select number of NASCAR Sprint Cup Series races will be on the channel. In addition, NASCAR Camping World Truck Series races; NASCAR Sprint All-Star race; all Speedweeks events leading up to the Daytona 500 including: Daytona 500 qualifying, Sprint Unlimited at Daytona (for fiscal years 2014 and, 2017 through 2022) and the Budweiser Duel, now in prime time; NASCAR Sprint Cup Series and NASCAR Camping World Truck Series practice and qualifying sessions; NASCAR RaceDay, providing pre- and post-race coverage; NASCAR Victory Lane, a weekly wrap-up show; and Race Hub, a daily mid-day studio show with the latest from drivers, owners and garages, will be featured on Fox Sports 1.

In addition to NASCAR, Fox Sports 1 has new or renewed deals for Major League Baseball, college football and basketball, Ultimate Fighting Championship as well as other sports. Fox Sports 1 represents the latest in the long migration of marquee sports from broadcast TV to cable/satellite, who generally can support a higher investment due to subscriber fees that are not available to traditional networks.

Domestic broadcast rights fees provide significant cash flow visibility to us, race teams and NASCAR over the contract term. Television broadcast rights fees received from NASCAR for the NASCAR Sprint Cup, Nationwide and Camping World Truck series events conducted at our wholly owned facilities under these agreements, and recorded as part of motorsports related revenue, were approximately $89.1 million and $92.1 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $142.8 million and $147.7 million for the six months ended May 31, 2012 and 2013, respectively. Operating income generated by these media rights were approximately $65.2 million and $67.0 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $104.2 million and $109.2 million for the six months ended May 31, 2012 and 2013, respectively.

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We also benefit from NASCAR's ancillary rights agreements for which we receive a share of contracted revenues from various partners. Through ancillary rights sharing we receive, at times, revenues for international broadcasting, NASCAR images, specialty pay-per-view telecasts and other media content distribution. The various contracted agreements are negotiated separately by NASCAR, and vary in terms and duration.

As media rights revenues fluctuate so do the variable costs tied to the percentage of broadcast rights fees required to be paid to competitors as part of NASCAR Sprint Cup, Nationwide and Camping World Truck series sanction agreements. NASCAR prize and point fund monies, as well as sanction fees (“NASCAR direct expenses”), are outlined in the sanction agreement for each event and are negotiated in advance of an event. As previously discussed, included in these NASCAR direct expenses are amounts equal to 25.0 percent of the gross domestic television broadcast rights fees allocated to our NASCAR Sprint Cup, Nationwide and Camping World Truck series events, as part of prize and point fund money (See “Critical Accounting Policies and Estimates - Revenue Recognition”). These annually negotiated contractual amounts paid to NASCAR contribute to the support and growth of the sport of NASCAR stock car racing through payments to the teams and sanction fees paid to NASCAR. As such, we do not expect these costs to materially decrease in the future as a percentage of admissions and motorsports related income.

Sanctioning Bodies

Our success has been, and is expected to remain, dependent on maintaining good working relationships with the organizations that sanction events at our facilities, particularly with NASCAR, whose sanctioned events at our wholly owned facilities accounted for approximately 90.1 percent of our revenues in fiscal 2012. NASCAR continues to entertain and discuss proposals from track operators regarding potential realignment of their portfolio of NASCAR Sprint Cup Series dates to more geographically diverse and potentially more desirable markets where there may be greater demand, resulting in an opportunity for increased revenues to the track operators. We believe that realignments have provided, and will continue to provide, incremental net positive revenue and earnings as well as further enhance the sport's exposure in highly desirable markets, which we believe benefits the sport’s fans, teams, sponsors and television broadcast partners as well as promoters.

Capital Improvements

Enhancing the live event experience for our guest is a critical strategy for our future growth. We compete for the consumers' discretionary dollar with other entertainment options such as concerts and other major sporting events not just motorsports events. We remain convinced that our focus on driving incremental earnings by improving the fan experience will in time lead to increased ticket sales with better pricing power, growth in sponsorship and hospitality sales, continued growth in broadcast media rights fees agreements, and greater potential to capture market share.

Today's consumer wants improved traffic flow, comfortable and wider seating, clean and available facilities, more points of sales, enhanced audio and visual engagement, social zones and greater connectivity. We also anticipate modest capital spending on other projects for maintenance, safety and regulatory requirements. We are confident that by delivering memorable guest experiences, along with attractive pricing and fantastic racing, we will generate increased revenues as well as bottom-line results.

While we focus on allocating our capital to generate returns in excess of our cost of capital, certain of our capital improvement investments may not provide immediate, directly traceable near term positive returns on invested capital but over the longer term will better enable us to effectively compete with other entertainment venues for consumer and corporate spending.

We recently announced that we are redeveloping the frontstretch of Daytona, the Company's 54-year-old flagship motorsports facility, to enhance the event experience for our fans, marketing partners, broadcasters and the motorsports industry. It is vital that we continue to elevate our Daytona brand to ensure that it remains the pinnacle of motorsports facilities, which will generate further profitability and cash flow to the Company. The redevelopment of Daytona has been branded the Daytona Rising project (See "Daytona Rising: Reimagining an American Icon").

Growth Strategies

Our growth strategies also include exploring ways to grow our businesses through acquisitions and external developments that offer attractive financial returns. This has been demonstrated through our joint venture to develop and operate a Hollywood-themed and branded entertainment destination facility overlooking turn two of Kansas Speedway (see “Hollywood Casino at Kansas Speedway”).

The Hollywood Casino at Kansas Speedway provided positive cash flow to us and included positive equity income in our consolidated statement of operations for fiscal 2012. We expect, based on current trends, that Hollywood Casino at Kansas Speedway will reach stabilization by 2015 calendar year as it gains market share in Kansas City. We expect for our 2013 fiscal year that our share of the cash flow from the casino's operations will be approximately $20.0 million dollars.

We are interested in pursuing further ancillary development at certain of our other motorsports facilities.

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Postponement and/or Cancellation of Major Motorsports Events

We promote outdoor motorsports entertainment events. Weather conditions affect sales of, among other things, tickets, food, drinks and merchandise at these events. Poor weather conditions prior to an event, or even the forecast of poor weather conditions, could have a negative impact on us, particularly for walk-up ticket sales to events which are not sold out in advance, as well as renewals for the following year. If an event scheduled for one of our facilities is delayed or postponed because of weather or other reasons such as, for example, the general postponement of all major sporting events in the United States following the September 11, 2001 terrorism attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from tickets, food, drinks and merchandise at the rescheduled event. If such an event is canceled, we would incur the expenses associated with preparing to conduct the event as well as losing the revenues, including any live broadcast revenues, associated with the event.

Seasonality and Quarterly Results

We derive most of our income from a limited number of NASCAR-sanctioned races. As a result, our business has been, and is expected to remain, highly seasonal based on the timing of major racing events. Future schedule changes as determined by NASCAR or other sanctioning bodies, as well as the acquisition of additional, or divestiture of existing, motorsports entertainment facilities could impact the timing of our major events in comparison to prior or future periods. Because of the seasonal concentration of racing events, the results of operations for the three and six month periods ended May 31, 2012 and May 31, 2013, are not indicative of the results to be expected for the year.

GAAP to Non-GAAP Reconciliation

The following financial information is presented below using other than U.S. generally accepted accounting principles (“non-GAAP”), and is reconciled to comparable information presented using GAAP. Non-GAAP net income and diluted earnings per share below are derived by adjusting amounts determined in accordance with GAAP for certain items presented in the accompanying selected operating statement data, net of taxes.

We believe such non-GAAP information is useful and meaningful, and is used by investors to assess our core operations, which consist of the ongoing promotion of racing events at our major motorsports entertainment facilities. Such non-GAAP information identifies and separately displays and adjusts for items that are not considered to be reflective of our continuing core operations at our motorsports entertainment facilities. We believe that such non-GAAP information improves the comparability of the operating results and provides a better understanding of the performance of our core operations for the periods presented. We use this non-GAAP information to analyze the current performance and trends and make decisions regarding future ongoing operations. This non-GAAP financial information may not be comparable to similarly titled measures used by other entities and should not be considered as an alternative to operating income, net income or diluted earnings per share, which are determined in accordance with GAAP. The presentation of this non-GAAP financial information is not intended to be considered independent of or as a substitute for results prepared in accordance with GAAP. Management uses both GAAP and non-GAAP information in evaluating and operating the business and as such deemed it important to provide such information to investors.

The adjustments for 2012 relate to carrying costs of our Staten Island property, settlement of litigation, losses associated with the retirements of certain other long-lived assets, loss on early redemption of debt and net gain on sale of certain assets.

The adjustments for 2013 relate to carrying costs of our Staten Island property, legal judgment, losses associated with the retirements of certain other long-lived assets and certain costs incurred associated with our Daytona Rising project.

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	Three Months Ended						Six Months Ended
	May 31, 2012			May 31, 2013			May 31, 2012			May 31, 2013
	(Unaudited)
	(In Thousands, Except Per Share Amounts)
Net income	$	13,740		$	22,440		$	30,879		$	35,953
Adjustments, net of tax:
Carrying costs related to Staten Island	622			643			1,038			1,176
Legal settlement/judgment	716			5			716			351
Losses on asset retirements	3,443			456			3,473			1,395
Daytona Rising project	—			204			—			398
Loss on early redemption of debt	5,568			—			5,568			—
Net gain on sale of certain assets	(47		)	(1		)	(557		)	(1		)
Non-GAAP net income	$	24,042		$	23,747		$	41,117		$	39,272
Per share data:
Diluted earnings per share	$	0.30		$	0.48		$	0.67		$	0.77
Adjustments, net of tax:
Carrying costs related to Staten Island	0.01			0.01			0.02			0.03
Legal settlement/judgment	0.02			—			0.02			0.01
Losses on asset retirements	0.07			0.01			0.07			0.03
Daytona Rising project	—			0.01			—			0.01
Loss on early redemption of debt	0.12			—			0.12			—
Net gain on sale of certain assets	—			—			(0.01		)	—
Non-GAAP diluted earnings per share	$	0.52		$	0.51		$	0.89		$	0.85

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Comparison of the Results for the Three and Six Months Ended May 31, 2013 to the Results for the Three and Six Months Ended May 31, 2012.

The following table sets forth, for each of the indicated periods, certain selected statement of operations data as a percentage of total revenues:

	Three Months Ended				Six Months Ended
	May 31, 2012		May 31, 2013		May 31, 2012		May 31, 2013
	(Unaudited)
REVENUES:
Admissions, net	20.8	%	20.1	%	22.8	%	21.7	%
Motorsports related	70.0		70.7		67.3		68.6
Food, beverage and merchandise	7.1		7.1		7.7		7.5
Other	2.1		2.1		2.2		2.2
Total revenues	100.0		100.0		100.0		100.0
EXPENSES:
Direct:
Prize and point fund monies and NASCAR sanction fees	27.2		28.1		24.1		24.9
Motorsports related	19.3		19.6		18.5		18.6
Food, beverage and merchandise	5.6		5.3		5.8		5.5
General and administrative	15.5		14.8		16.6		17.1
Depreciation and amortization	10.7		11.0		12.6		12.9
Losses on asset retirements	3.2		0.4		1.9		0.7
Total expenses	81.5		79.2		79.5		79.7
Operating income	18.5		20.8		20.5		20.3
Interest income	—		—		—		—
Interest expense	(1.6	)	(2.2	)	(2.1	)	(2.6	)
Loss on early redemption of debt	(5.1	)	—		(3.0	)	—
Equity in net income from equity investments	0.8		1.8		0.4		1.4
Other	—		—		0.3		—
Income before income taxes	12.6		20.4		16.1		19.1
Income taxes	4.9		7.9		6.0		7.4
Net income	7.7	%	12.5	%	10.1	%	11.7	%

Comparability of results for the three and six months ended May 31, 2013 to the same periods in fiscal 2012 was impacted by the following:

• During the first quarter of fiscal 2013, we recognized a charge relating to a legal judgment of litigation involving certain ancillary facility operations of approximately $0.6 million, or $0.01 per diluted share. During the second quarter of fiscal 2012, we recognized a charge relating to a settlement of a litigation involving certain ancillary facility operations of approximately $1.2 million, or $0.02 per diluted share;

• During the three and six months ended May 31, 2013, we recognized $0.3 million and $0.7 million, or $0.01 and $0.01 per diluted share, respectively, in certain costs related to the Daytona Rising project;

• During the three and six months ended May 31, 2013, we recognized approximately $0.7 million and $2.3 million, or $0.01 and $0.03 per diluted share, respectively, of losses associated with asset retirements primarily attributable to the removal of assets not fully depreciated in connection with certain capital improvements. Included in these losses were approximately $0.3 million and $1.1 million of cash expenditures related to demolition and/or asset relocation costs for the three and six months ended May 31, 2013, respectively. During the three and six months ended May 31, 2012, we recognized approximately $5.7 million, or $0.07 per diluted share of similar losses;

• During the second quarter of fiscal 2012, we recognized approximately $9.1 million in expenses, or $0.12 per diluted

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share, related to the redemption of the remaining $87.0 million principal 5.40 percent Senior Notes maturing in 2013;

• For the three and six months ended May 31, 2013, we recognized approximately $3.2 million and $4.3 million of income, respectively, from equity investments associated with our Hollywood Casino at Kansas Speedway. During the three and six months ended May 31, 2012, we recognized approximately $1.4 million and $1.1 million of income, respectively, from this equity investment, which included results of operations beginning in February 2012, net of charges related to certain start up costs through the opening; and

• During the six month period ended May 31, 2012, we recorded approximately $0.9 million, or $0.01 per diluted share, net gain on the sale of certain assets.

Admissions revenue decreased approximately $1.6 million, or 4.2 percent, and $3.4 million, or 4.8 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The decrease for the three and six month periods ending May 31, 2013 is largely attributable to decreased attendance for certain events held during the second quarter of fiscal 2013, which includes the impact of inclement weather at Talladega, as well as a lower weighted average ticket price for certain of the events. Also contributing to the decrease for the six month period ending May 31, 2013 is decreased attendance for certain events held during Speedweeks at Daytona. The 2012 Daytona 500 was postponed for a day due to inclement weather.  Historically, rain delayed or postponed events due to inclement weather have a negative impact on the following year's ticket renewals for those events.  As a result of the postponement in 2012, we believe the 2013 Daytona 500 renewals were negatively impacted, which contributed to a significant portion of the six month period decline.

Motorsports related revenue increased approximately $0.3 million, or 0.2 percent, and $4.1 million, or 2.0 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The increases for the three and six month periods are largely attributable to increases in television broadcast revenue for certain events held during the three month period and during Speedweeks at Daytona. Also contributing to the increase for the six month period was an increase in the estimated payout of fiscal 2012 ancillary rights fees. Partially offsetting the three and six month increases were lower Motor Racing Network advertising, Sprint Vision revenues, and corporate sponsorship.

Food, beverage and merchandise revenue for the three months ended May 31, 2013 was comparable to the same period in the prior year, and decreased approximately $0.9 million, or 3.6 percent, for the six month period ended May 31, 2013, as compared to the same periods of the prior year. The decrease for the six month period is primarily due higher sales in fiscal 2012 driven by an extra day of selling opportunity as a result of the aforementioned rain delayed and rescheduled Daytona 500. To a lesser extent, also contributing to the decrease was lower catering and merchandise revenues for certain other events held during Speedweeks at Daytona in fiscal 2013.

Prize and point fund monies and NASCAR sanction fees increased approximately $1.3 million, or 2.6 percent, and $2.4 million, or 3.2 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The increases for the three and six month periods are primarily due to increases in television broadcast rights fees for the NASCAR Sprint Cup, Nationwide and Camping World Truck series events held during the periods as standard NASCAR sanctioning agreements require a specific percentage of television broadcast rights fees to be paid to competitors. Higher sanction fees paid to NASCAR also contributed to the increases.

Motorsports related expenses increased approximately $0.1 million, or 0.4 percent, and $0.5 million, or 0.8 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The slight increase in the three month period is primarily attributable to expenses related to track rentals, maintenance, and to a lesser extent, the aforementioned merit pay increases. Slightly offsetting this increase were decreases in other services in the period as compared to prior year. The increases for the six month period is largely attributable to aforementioned merit pay increases and maintenance costs. Slightly offsetting this increase were decreases in advertising expenses for events held during Speedweeks at Daytona and other other services. Motorsports related expenses as a percentage of combined admissions and motorsports related revenue remained relatively consistent at approximately 21.6 percent for the three months ended May 31, 2013, and approximately 20.6 percent for the six months endedMay 31, 2013, as compared to 21.3 percent percent and 20.5 percent for the same respective periods in the prior year.

Food, beverage and merchandise expense decreased approximately $0.6 million, or 6.3 percent, and $1.1 million, or 6.1 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The decreases for the three and six month periods are attributable to lower catering and merchandise sales as well as improved margin on concession sales for events held during the three month period as well as during Speedweeks at Daytona. Slightly offsetting the decrease was an increase in non-event catering. Food, beverage and merchandise expense as a percentage of food, beverage and merchandise revenue decreased to approximately to 74.5 percent for the three months ended May 31, 2013, and to approximately 73.2 percent for the six months endedMay 31, 2013, as compared to 79.6 percent and 75.2 percent for the same respective periods in the prior year. The increase in margin for the three and six month periods are a result of streamlined menus aimed at reducing overall food costs by leveraging purchasing power.

General and administrative expenses decreased approximately $1.5 million, or 5.4 percent, and increased$1.4 million, or

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2.6 percent, and during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The decrease for the three month period is primarily attributable to a settlement of litigation involving certain facility operations in fiscal 2012. Also contributing to the decrease were reductions in property taxes at certain facilities. Slightly offsetting the decrease were certain costs related to the Daytona Rising project and certain administrative costs, including the aforementioned merit pay increases. The increase for the six month period is primarily attributable to the loss accrual associated with the incident at Daytona (see "Legal Proceedings"), a judgment of litigation involving certain ancillary facility operations, legal expenses, certain costs related to the Daytona Rising project, and certain administrative costs including the aforementioned merit pay increases. Slightly offsetting the increases were reductions in property taxes at certain facilities and the settlement of litigation involving certain facility operations in fiscal 2012. General and administrative expenses as a percentage of total revenues decreased to approximately 14.8 percent, and increased to approximately 17.1 percent, for the three and six months ended May 31, 2013, as compared to 15.5 percent and 16.6 percent for the same respective periods in the prior year. The increased margin in the three month period ending May 31, 2013 is due to the aforementioned settlement of litigation involving certain facility operations in fiscal 2012. The decreased margin during the six month period is primarily due to the aforementioned loss accrual, judgment of litigation, legal expenses and certain costs related to the Daytona Rising project.

Depreciation and amortization expense increased approximately $0.5 million, or 2.6 percent, and $0.9 million, or 2.3 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The increases are attributable to capital expenditures for our ongoing facility enhancements and related initiatives.

Losses on retirements of long-lived assets of approximately $2.3 million in fiscal 2013 is primarily attributable to the removal of certain assets not fully depreciated in connection with the grandstand seating at Talladega Superspeedway (“Talladega”), as well as guest enhancements at our other facilities.

Interest income during the three and six months ended May 31, 2013 were comparable to the same periods of the prior year.

Interest expense increased approximately $1.0 million, or 33.6 percent, and $1.5 million, or 23.7 percent, during the three and six months ended May 31, 2013, respectively, as compared to the same periods of the prior year. The increases for the three and six month periods are due to decreased capitalized interest as well as interest on the $100.0 million principal 3.95 percent Senior Notes issued in September 2012. Significantly offsetting the increase was the redemption of the remaining $87.0 million principal 5.40 percent Senior Notes in March 2012 as well as there being no borrowings outstanding on our $300.0 million revolving credit facility during the three and six months ended May 31, 2013.

Equity in net income from equity investments represents our 50.0 percent equity investment in Hollywood Casino at Kansas Speedway during the three and six months ended May 31, 2013 and 2012, respectively (see “Equity and Other Investments”).

Our effective income tax rate was approximately 38.4 percent and 38.7 percent for the three and six months ended May 31, 2013, as compared to 39.3 percent and 37.6 percent for the same respective periods of the prior year (see “Income Taxes”).

As a result of the foregoing, net income for the three and six months ended May 31, 2013, as compared to the same periods in prior year, reflected a increase of approximately $8.7 million, or $0.18 per diluted share, and approximately $5.1 million, or $0.10 per diluted share, respectively.

Liquidity and Capital Resources

General

We have historically generated sufficient cash flow from operations to fund our working capital needs, capital expenditures at existing facilities, and return of capital through payments of an annual cash dividend and repurchase of our shares under our Stock Purchase Plan. In addition, we have used the proceeds from offerings of our Class A Common Stock, the net proceeds from the issuance of long-term debt, borrowings under our credit facilities and state and local mechanisms to fund acquisitions and development projects. The following table sets forth, for each of the indicated periods, certain selected financial information (in thousands):

	November 30, 2012		May 31, 2013
	(Unaudited)
Cash and cash equivalents	$	78,379	$	162,577
Working capital	50,868		102,401
Total debt	276,932		276,632

At May 31, 2013, our working capital was primarily supported by our cash and cash equivalents totaling approximately $162.6 million, an increase of approximately $84.2 million from November 30, 2012. Significant cash flow items during the six months ended May 31, 2012 and 2013, respectively, are as follows (in thousands):

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	May 31, 2012			May 31, 2013
	(Unaudited)
Net cash provided by operating activities	$	98,142		$	101,761
Capital expenditures	(26,092		)	(21,632		)
Distributions from equity investee and affiliate	—			9,500
Equity investments and advances to affiliate	(51,556		)	—
Net proceeds related to our credit facility	70,000			—
Net payments related to long-term debt	(87,356		)	(334		)
Dividends paid and reacquisition of previously issued common stock	(10,556		)	(259		)

Distributions from equity investee and affiliates, for the six months ended May 31, 2013, totaling $9.5 million, consists of $5.0 million received as a distribution from its profits, and is included in net cash provided by operating activities on our statement of cash flows, and the remaining $4.5 million received, which was recognized as a return of capital from investing activities on our statement of cash flows.

Our liquidity is primarily generated from our ongoing motorsports operations, and we expect our strong operating cash flow to continue in the future. In addition, as of May 31, 2013, we have approximately $296.0 million available to draw upon under our 2012 Credit Facility, if needed. See “Future Liquidity” for additional disclosures relating to our credit facility and certain risks that may affect our near term operating results and liquidity.

Allocation of capital is driven by our long-term strategic planning and initiatives that encompass our mission, vision and values. Our primary uses of capital are to maintain modest debt levels that are consistent with our current investment grade debt rating from Standard and Poor’s. We will invest in our facilities to improve the guest experience and we will make investments in strategic projects that complement our core business and provide value for our shareholders, all of which is balanced with returning capital to our shareholders through share repurchases and dividends.

Capital Expenditures

For the six months ended May 31, 2013, we spent approximately $21.6 million on capital expenditures for projects at our existing facilities related to grandstand seating enhancements at Talladega and Daytona; concourse improvements at Richmond International Raceway ("Richmond"); and a variety of other improvements and renovations. We spent approximately $26.1 million for the six months ended May 31, 2012, related to grandstand seating enhancements at Talladega and Watkins Glen; designing and engineering of grandstand seating enhancements and RV improvements at Daytona; RV improvements and paving at Michigan; paving at Phoenix; and a variety of other improvements and renovations.

At May 31, 2013, we have approximately $25.8 million in capital projects currently approved for our existing facilities. These projects include grandstand seating enhancements at Talladega and Daytona; grandstand concourse improvements at Richmond; and a variety of other improvements and renovations to our facilities that enable us to effectively compete with other sports venues for consumer and corporate spending.

As a result of these currently approved projects and anticipated additional approvals in fiscal 2013, we expect our total fiscal 2013 capital expenditures at our existing facilities will be close to $90.0 million depending on the timing of certain projects.

Subsequent to the quarter ended May 31, 2013, ISC's board of directors endorsed a capital allocation plan for fiscal 2013 to fiscal 2017 to not exceed $600.0 million over that period. This is consistent with our previous guidance on ISC's average annual capital expenditures range of between $100.0 million to $120.0 million for the next several years. The five-year capital expenditure plan encompasses all the capital expenditures for ISC's 13 major motorsports facilities, including the Daytona Rising project, as well as any equity commitments to undertake a proposed mixed-use entertainment destination development across from Daytona, which is still in the planning stage and subject to a number of approvals including public incentives.

Capital expenditures for projects at existing facilities, including those related to the Daytona Rising project, will be approximately $90.0 million for our 2013 fiscal year. The majority of the capital expenditures for the Daytona Rising project will occur in fiscal 2014 and 2015. We are working through the construction schedule for the Daytona Rising project, but we estimate ISC's total capex, exclusive of capitalized interest, will be approximately $215.0 million for fiscal 2014 and approximately $175.0 million for fiscal 2015. With a target completion date for Daytona Rising in January 2016, spending will then decrease significantly with an expectation of capital expenditures for projects at all of ISC's existing facilities, exclusive of capitalized interest, to be approximately $60.0 million in fiscal 2016 and fiscal 2017.

We review the capital expenditure program periodically and modify it as required to meet current business needs.

29

Future Liquidity

General

As discussed in “Future Trends in Operating Results,” we compete for discretionary spending and leisure time with many other entertainment alternatives and are subject to factors that generally affect the recreation, leisure and sports industry, including general economic conditions. Our operations are also sensitive to factors that affect corporate budgets. Such factors include, but are not limited to, general economic conditions, employment levels, business conditions, interest and taxation rates, relative commodity prices, and changes in consumer tastes and spending habits.

The unprecedented adverse economic trends, which significantly impacted consumer confidence and disproportionately affected different demographics of our target customers, have influenced the frequency with which guests attended our major motorsports entertainment events. Continued uncertainty regarding regional economic conditions and further deterioration in the economy may adversely impact attendance levels, guest spending levels, and our ability to secure corporate marketing partnerships in the future. Reductions in any of these categories can directly and negatively affect revenues and profitability. This may negatively impact year-over-year comparability for our revenue categories for the full year, with the exception of domestic broadcast media rights fees.

Our cash flow from operations consists primarily of ticket, hospitality, merchandise, catering and concession sales and contracted revenues arising from television broadcast rights and marketing partnerships. Despite current economic conditions, we believe that cash flows from operations, along with existing cash, cash equivalents and available borrowings under our credit facility, will be sufficient to fund:

• operations and approved capital projects at existing facilities for the foreseeable future;

• payments required in connection with the funding of the Unified Government’s debt service requirements related to the TIF bonds;

• payments related to our existing debt service commitments;

• equity contributions in connection with any future expansion of the Hollywood Casino at Kansas Speedway development; and

• our annual dividend and share repurchases under our Stock Purchase Plan.

We remain interested in pursuing acquisition and/or development opportunities that would increase shareholder value, of which the timing, size, success and associated potential capital commitments, are unknown at this time. Accordingly, a material acceleration of our growth strategy could require us to obtain additional capital through debt and/or equity financings. Although there can be no assurance, we believe that adequate debt and equity financing will be available on satisfactory terms.

While we expect our strong operating cash flow to continue in the future, our financial results depend significantly on a number of factors. In addition to local, national, and global economic and financial market conditions, consumer and corporate spending could be adversely affected by security and other lifestyle conditions resulting in lower than expected future operating cash flows. General economic conditions were significantly and negatively impacted by the September 11, 2001 terrorist attacks and the wars in Iraq and Afghanistan and could be similarly affected by any future attacks or fear of such attacks, or by conditions resulting from other acts or prospects of war. Any future attacks or wars or related threats could also increase our expenses related to insurance, security or other related matters. Also, our financial results could be adversely impacted by a widespread outbreak of a severe epidemiological crisis. The items discussed above could have a singular or compounded material adverse affect on our financial success and future cash flow.

Long-Term Obligations and Commitments

Our $65.0 million principal amount of senior unsecured notes (“4.63 percent Senior Notes”) bear interest at 4.63 percent and are due January 2021, require semi-annual interest payments on January 18 and July 18 through their maturity. The

4.63 percent Senior Notes may be redeemed in whole or in part, at our option, at any time or from time to time at redemption prices as defined in the indenture. Certain of our wholly owned domestic subsidiaries are guarantors of the 4.63 percent Senior Notes. The 4.63 percent Senior Notes also contain various restrictive covenants. At May 31, 2013, outstanding principal on the 4.63 percent Senior Notes was approximately $65.0 million.

Our $100.0 million principal amount of senior unsecured notes (“3.95 percent Senior Notes”) bear interest at 3.95 percent and are due September 2024. The 3.95 percent Senior Notes require semi-annual interest payments on March 13 and September 13 through their maturity. The 3.95 percent Senior Notes may be redeemed in whole or in part, at our option, at any time or from time to time at redemption prices as defined in the indenture. Certain of our wholly owned domestic subsidiaries are guarantors of the 3.95 percent Senior Notes. The 3.95 percent Senior Notes also contain various restrictive covenants. At May 31, 2013, outstanding principal on the 3.95 percent Senior Notes was approximately $100.0 million.

Our wholly owned subsidiary, Chicagoland Speedway Corporation, which owns and operates Chicagoland Speedway and Route 66 Raceway, has debt outstanding in the form of revenue bonds payable (“4.82 percent Revenue Bonds”), consisting of

30

economic development revenue bonds issued by the City of Joliet, Illinois to finance certain land improvements. The 4.82 percent Revenue Bonds have an interest rate of 4.82 percent and a monthly payment of $29,000 principal and interest. At May 31, 2013, outstanding principal on the 4.82 percent Revenue Bonds was approximately $0.8 million.

The term loan (“6.25 percent Term Loan”), related to our International Motorsports Center, has a 25 year term due October 2034, an interest rate of 6.25 percent, and a current monthly payment of approximately $292,000. At May 31, 2013, the outstanding principal on the 6.25 percent Term Loan was approximately $50.1 million.

In January 1999, the Unified Government, issued approximately $71.3 million in TIF bonds in connection with the financing of Kansas Speedway. At May 31, 2013, outstanding TIF bonds totaled approximately $60.7 million, net of the unamortized discount, which is comprised of a $11.6 million principal amount, 6.15 percent term bond due December 1, 2017 and a $49.7 million principal amount, 6.75 percent term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government with payments made in lieu of property taxes (“Funding Commitment”) by our wholly owned subsidiary, Kansas Speedway Corporation (“KSC”). Principal (mandatory redemption) payments per the Funding Commitment are payable by KSC on October 1 of each year. The semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of each year. KSC granted a mortgage and security interest in the Kansas project for its Funding Commitment obligation.

In October 2002, the Unified Government issued subordinate sales tax special obligation revenue bonds (“2002 STAR Bonds”) totaling approximately $6.3 million to reimburse us for certain construction already completed on the second phase of the Kansas Speedway project and to fund certain additional construction. The 2002 STAR Bonds, which require annual debt service payments and are due December 1, 2022, will be retired with state and local taxes generated within the Kansas Speedway’s boundaries and are not our obligation. KSC has agreed to guarantee the payment of principal, any required premium and interest on the 2002 STAR Bonds. At May 31, 2013, the Unified Government had approximately $1.7 million in 2002 STAR Bonds outstanding. Under a keepwell agreement, we have agreed to provide financial assistance to KSC, if necessary, to support its guarantee of the 2002 STAR Bonds.

The 2012 Credit Facility contains a feature that allows us to increase the credit facility from $300.0 million to a total of $500.0 million, subject to certain conditions. The 2012 Credit Facility is scheduled to mature in November 2017, and accrues interest at LIBOR plus 100.0 — 162.5 basis points, depending on the better of our debt rating as determined by specified rating agencies or our leverage ratio. The 2012 Credit Facility contains various restrictive covenants. At May 31, 2013, we had no outstanding borrowings under the 2012 Credit Facility.

Daytona Rising: Reimagining an American Icon

We recently announced that we are redeveloping the frontstretch of Daytona, the Company's 54-year-old flagship motorsports facility, to enhance the event experience for our fans, marketing partners, broadcasters and the motorsports industry. It is vital that we continue to elevate our Daytona brand to ensure that it remains the pinnacle of motorsports facilities, which will generate further profitability and cash flow to the Company. The redevelopment of Daytona has been branded the Daytona Rising project.

We currently anticipate the Daytona Rising project to cost between $375.0 million to $400.0 million, excluding capitalized interest. Total expenditures incurred for the Daytona Rising project through May 31, 2013 were approximately $15.0 million. The Company expects to fund the Daytona Rising project from cash on hand, cash from its operations and may use borrowings on its credit facility for a limited period of time.

As part of the Daytona Rising project, we entered into a Design-Build Agreement with Barton Malow Company (“Barton Malow”), which obligates us to pay Barton Malow approximately $316.0 million for the completion of the work described in the Design-Build Agreement. The amount is a stipulated sum to be paid for the work, which may not change unless we request a change in the scope of work. The Design-Build Agreement contains certain provisions and representations usual and customary for agreements of this type, including, among others, provisions regarding liquidated damages to be assessed for work that is not completed according to the agreed upon schedule, provisions regarding payment schedules, and provisions regarding bonding and liability insurance policies applicable to the work. In addition, the Design-Build Agreement contains customary provisions regarding termination, review and inspection of the work, warranties and the use of subcontractors.

Upon review of the Design-Build agreement documents and drawings, we believe that there are assets with carrying values of approximately $50.0 million that may be impacted by the redevelopment and that those assets may require accelerated depreciation, impairments, or losses on disposal, over the next 26 months.

The vision for the Daytona Rising project places an emphasis on enhancing the complete fan experience, beginning with five expanded and redesigned fan entrances, or injectors. Each injector will lead directly to a series of escalators and elevators that will transport fans to any of three different concourse levels, each featuring spacious and strategically-placed social "neighborhoods" along the nearly mile-long frontstretch.

31

A total of 11 neighborhoods, each measuring the size of a football field, will enable fans to meet and socialize during events without ever missing any on-track action, thanks to an open-sight line design throughout each concourse and dozens of added video screens in every neighborhood. The central neighborhood, dubbed the "World Center of Racing," would celebrate the history of Daytona International Speedway and its many unforgettable moments throughout more than 50 years of racing.

Every seat in the Speedway frontstretch will be replaced with wider, more comfortable seating that will provide pristine sight lines. There will also be more restrooms and concession stands per customer throughout the facility. At the conclusion of the redevelopment, Daytona International Speedway will be comprised of approximately 101,000 permanent seats with the potential to increase permanent seating to 125,000. Despite having fewer permanent seats on completion, we estimate that admissions revenue for all events at Daytona will generate a low single digit compounded annual growth rate.

As a result of the Daytona Rising project, we currently expect within the first year, fiscal 2016, Daytona will generate incremental growth in revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA") for ISC, and we currently anticipate the project to be accretive to our earnings within three years of completion.

By providing our fans a better experience with increased points of sale for food, beverage & merchandise as well as an expansive platform for our marketing partners including an elevated hospitality experience, we estimate the Daytona Rising project, upon completion in 2016, will provide an immediate incremental lift in Daytona's revenues of approximately $20.0 million and EBITDA lift of approximately $15.0 million with a mid-single-digit growth rate. And we anticipate the project to be accretive to ISC's earnings within three years of completion.

We are moving forward on this project immediately so it can be completed before the start of the fiscal 2016 motorsports season.

Daytona Mixed-Use Development Project

We are exploring development of a mixed-use entertainment-oriented destination, adjacent to our 188,000 square foot office building, the International Motorsports Center, on property we own located directly across from our Daytona motorsports entertainment facility.  As part of the project evaluation, we are in active discussions with potential anchor tenants.

In 2012, we received approval from the City of Daytona Beach amending the city's comprehensive plan and the previously approved planned master development agreement in order to enhance the value of our property and facilitate its future development. Approved land use entitlements for the property, which now encompasses 181 acres, allow for up to 1,420,000 square feet of retail/dining/entertainment, 2,500 seats in a movie theater, 660 hotel rooms, 1,350 units of residential, 567,000 square feet of additional office space and 500,000 square feet of commercial/industrial space.

We continue to believe that a mixed-use retail/dining/entertainment development located across from our Daytona facility will be a successful project. Development of the balance of the project is dependent on several factors, including lease arrangements, availability of project financing and overall market conditions.

Speedway Developments

In light of NASCAR's publicly announced position regarding additional potential realignment of the NASCAR Sprint Cup Series schedule, we believe there are still potential development opportunities for public/private partnerships in new, underserved markets across the country that would create value for our shareholders. However, we are not currently pursuing any new speedway development opportunities.

Inflation

We do not believe that inflation has had a material impact on our operating costs and earnings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

For quantitative and qualitative disclosures about market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk," of our annual report on Form 10-K for the year ended November 30, 2012. During the six months ended May 31, 2013, there have been no material changes in our market risk exposures.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2013. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of May 31, 2013.

32

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our second quarter of fiscal 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to routine litigation incidental to our business. We do not believe that the resolution of any or all of such litigation will have a material adverse effect on our financial condition or results of operations. In addition, on February 23, 2013, during the last lap of the NASCAR Nationwide Series race at Daytona International Speedway, an on-track incident resulted in debris from a race car entering the grandstands and injuring numerous spectators.  Claims have been filed as a result of this incident, however we are confident that we have adequate insurance to cover any losses, in excess of our $1.5 million deductible, resulting from claims surrounding this incident.

ITEM 1A. RISK FACTORS

This report and the documents incorporated by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify a forward-looking statement by our use of the words “anticipate,” “estimate,” “expect,” “may,” “believe,” “objective,” “projection,” “forecast,” “goal,” and similar expressions. These forward-looking statements include our statements regarding the timing of future events, our anticipated future operations and our anticipated future financial position and cash requirements. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. We previously disclosed in response to Item 1A to Part I of our report on Form 10-K for the fiscal year ended November 30, 2012 the important factors that could cause our actual results to differ from our expectations. There have been no material changes to those risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares (or approximate dollar value of shares) that may yet be purchased under the plans or programs (in thousands)
March 1, 2013 — March 31, 2013
Repurchase program (1)	—	—		—	$	61,740
April 1, 2013 — April 30, 2013
Repurchase program (1)	—	—		—	$	61,740
Employee transactions (2)	3,342	$	32.68	—
May 1, 2013 — May 31, 2013
Repurchase program (1)	—	—		—	$	61,740
Employee transactions (2)	4,611	$	32.87	—
	7,953			—

(1) We have a share repurchase program (“Stock Purchase Plan”) under which we are authorized to purchase up to $330.0 million of our outstanding Class A common shares. The timing and amount of any shares repurchased under the Stock Purchase Plan will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The Stock Purchase Plan may be suspended or discontinued at any time without prior notice. No shares have been or will be knowingly purchased from Company insiders or their affiliates.

Since inception of the Plan through May 31, 2013, we have purchased 7,063,962 shares of our Class A common shares, for a total of approximately $268.3 million. We did not purchase any shares of our Class A common shares during the three month period ended May 31, 2013. Transactions occur in open market purchases and pursuant to a trading plan under Rule 10b5-1. At May 31, 2013, we had approximately $61.7 million remaining repurchase authority under the current Stock Purchase Plan.

33

(2) Represents shares of our common stock delivered to us in satisfaction of the minimum tax withholding obligation of holders of restricted shares that vested during the period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit
3.1	Articles of Amendment of the Restated and Amended Articles of Incorporation of the Company, as filed with the Florida Department of State on July 26, 1999 (incorporated by reference from exhibit 3.1 of the Company’s Report on Form 8-K dated July 26, 1999)
3.2	Conformed copy of Amended and Restated Articles of Incorporation of the Company, as amended as of July 26, 1999 (incorporated by reference from exhibit 3.2 of the Company’s Report on Form 8-K dated July 26, 1999)
3.3	Conformed copy of Amended and Restated By-Laws of the Company, as amended as of April 9, 2003. (incorporated by reference from exhibit 3.3 of the Company’s Report on Form 10-Q dated April 10, 2003)
10.1	Design-Build Agreement, by and between Daytona International Speedway, LLC and Barton Malow Company, dated as of June 13, 2013 — filed herewith
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	Section 1350 Certification — filed herewith
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INTERNATIONAL SPEEDWAY CORPORATION (Registrant)
Date: July 3, 2013	/s/ Daniel W. Houser
	Daniel W. Houser, Senior Vice President,
	Chief Financial Officer, Treasurer

35

EX-10.1

Exhibit 10.1

AIADocumentA141- 2004

Standard Form of Agreement Between Owner and Design-Builder

PART 2 AGREEMENT

AGREEMENT made as of the Thirteenth day of June in the year of Two Thousand Thirteen

(In words, indicate day, month and year)

BETWEEN the Owner:

(Name; address and other information)

DAYTONA INTERNATIONAL SPEEDWAY, LLC One Daytona Boulevard

Daytona Beach, Florida 32114

and the Design-Builder:

(Name, address and other information)

BARTON MALOW COMPANY

5337 Millenia Lakes Boulevard, Suite 235

Orlando, Florida 32839

For the following Project:

(Name, location and detailed description)

Daytona Speedway Frontstretch Grandstands Project at Daytona International Speedway

Daytona Beach, Florida

The Owner and Design-Builder agree as follows.

This Part 2 Agreement Between Owner and Design-Builder includes the Work called for and described in this Part 2 Agreement. Throughout this Part 2 Agreement, the terms "Part 2 Agreement", "the Agreement", "this Agreement" and "Design-Build Contract" are used interchangeably.

ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions 10 the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text.

This document has important legal consequences. Consultation with an attorney Is encouraged with respect to Its completion or modification.

Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located.

AlA Document A141 T" _ 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treatles. UnauthorIzed reproduction or distribution of this AlAI!> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09:54:24 on 0611312013 under Order No.0739094044_1 which expires on 06123/2013. and is not for resale.
User Notes: 1

TABLE OF ARTICLES

1THE DESIGN BUILD DOCUMENTS

2    WORK OF THIS AGREEMENT

3    DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4    CONTRACT SUM

5    PAYMENTS

6    DISPUTERESOLUTION

7    MISCELLANEOUSPROVISIONS

8    ENUMERATIONOFTHE DESIGN·BUILDDOCUMENTS

TABLE OF EXHIBITS

ADDENDUM #1· SCOPEOF WORKANDOTHER PROVISIONS(INCLUDESEXHIBITS"A"- "N" ATTACHEDTO ADDENDUM #1)

A    TERMSAND CONDITIONS

B DESIGN·BUILDER'SSCHEDULEAND SUBSTANTIALCOMPLETIONDATESFOREACHTYPEOF IMPROVEMENT

C    INSURANCEAND BONDS

DFORMFORAPPLICATIONFORPAYMENT

E FORMSFORWAIVERSAND AFFIDAVITSOF OUTSTANDINGACCOUNTS

F    CONTRACTCOMPLETIONCHECKLIST

G    CONFIDENTIALITYAGREEMENT

H    FORMFORPAYMENTAND PERFORMANCEBOND

I FORMFORREQUIREMENTSOF ENGINEER'SORARCHITECT'SPROFESSIONALLIABILITYINSURANCE

J NOVATIONAGREEMENTO, WNER·ARCHITECTAGREEMENTDATEDNOVEMBER 1,2011, CHANGEORDERS1 AND2 TO OWNER·ARCHITECTAGREEMENT,AND ROSSETTI'SPROPOSALDATEDJULY26, 2012

K DESIGN·BUILDER'SSTIPULATEDSUM PROPOSALSUMMARY

L    ALLOWANCES

M    PLANIDENTIFYINGLOCATIONSCONCERNINGLIQUIDATEDDAMAGES

N    CONSTRUCTIONSITEACCESSAND OFFLIMITS

AlA Document A141 T" _ 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treatles. UnauthorIzed reproduction or distribution of this AlAI!> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09:54:24 on 0611312013 under Order No.0739094044_1 which expires on 06123/2013. and is not for resale.
User Notes: 2

ARTICLE 1 THE DESIGN-BUILD DOCUMENTS

§ 1.1 The Design-Build Documents form the Design-Build Contract. The Design-Build Documents consist of this Agreement between Owner and Design-Builder (hereinafter, the "Agreement" or "Part 2 Agreement") and its attached Exhibits listed in Section 8.1.10 below, and written Modifications issued after execution of this Agreement. The Design-Build Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Owner, except (a) as set forth in the Novation Agreement attached as Exhibit "1" and (b) obligations to the Owner from the Architect provided for in this Agreement, (2) between the Owner and a Contractor or Subcontractor, except obligations to the Owner from Contractors and Subcontractors provided for in this Agreement or (3) between any persons or entities other than the Owner and Design-Builder, including but not limited to any consultant retained by the Owner.

§ 1.2 This Part 2 Agreement represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral, except for the rights and obligations of the Part 1 Agreement between the parties not inconsistent with the Pal12 Agreement which rights and obligations shall remain in full force and effect.

§ 1.3 The Design-Build Contract may be amended or modified only by a Modification. A Modification is (l) a written amendment to the Design-Build Contract signed by both parties, (2) a Change Order. (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Owner.

ARTICLE 2 THE WORK OF THE DESIGN-BUILD CONTRACT

§ 2.1 The Design-Builder shall fully execute the Work described in the Design-Build Documents, except to the extent specifically indicated in the Design-Build Documents to be the responsibility of others. The Work includes all design services and construction required by the Design-Builder in this Agreement, including without limitation the anticipated demobilization and remobilization sequencing of the Work described in Section 3.3 below.

ARTICLE 3 DATE OF COMMENCEMENT PARTIAL COMPLETION AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be no later than July 8, 2013 subject to and as more specifically set forth in attached Exhibit "B".

§ 3.2 The Contract Time shall be measured from the date of commencement, subject to adjustments of this Contract Time as provided in the Design-Build Documents.

§ 3.3 It is understood by the parties that the Work will be performed by Design-Builder over several years and that, during the term of this Design-Build Contract and throughout the course of the Work, Owner will continue utilizing the Project site to host various racing and other public events, the names and dates of such events being set forth and identified in attached Exhibit "B" (each such event being. referred to herein as an "Event"). Prior to the commencement of each Event, Design-Builder shall be required to complete certain portions of the Work as more specifically identified and set forth in attached Exhibit "B," failing which Owner will be entitled to assess liquidated damages against the Design-Builder as set forth in this Section 3.3 below. No less than five (5) days prior to the· commencement of each Event, Design-Builder will be required to temporarily demobilize and take all actions necessary to ensure the Project site is safe and clean before turning the Project site over to the Owner for such Event. Within five (5) days after the conclusion of each Event, Design-Builder shall remobilize and continue its performance of the Work. Design-Builder acknowledges and agrees that it has taken into account the cost and expense of such demobilization and remobilization and that all costs and expenses associated with doing so are included in the Contract Sum and Contract Time. Therefore, Design-Builder shall not be entitled to any adjustment to the Contract Sum or Contract Time by reason of such demobilization and remobilization requirements. The portion of the Work to be completed prior to each Event is referred to herein as a "Phase."

Design-Builder shall achieve Partial Completion of Each Phase and the entire Work on or before the dates identified and set forth in attached Exhibit "B." Notwithstanding anything in the Design-Build Documents to the contrary, Partial Completion of Each Phase shall mean completion of the number of

AlA Document A141 T" _ 2004. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treatles. UnauthorIzed reproduction or distribution of this AlAI!> Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 09:54:24 on 0611312013 under Order No.0739094044_1 which expires on 06123/2013. and is not for resale.
User Notes: 3

seats, suites, restrooms and concessions required for each Event as specifically identified in attached Exhibit "B" so that such seats, suites, restrooms and concessions (along with other areas normally used by spectators and others attending the Events) can be utilized, including reasonable and legal access (both ingress and egress) thereto, by Owner's guests and invitees during each Event. Additionally, as a condition precedent to Partial Completion of Each Phase, Design-Builder must receive approval from all governmental authorities having jurisdiction over the Work with respect to such Phase.

It is mutually agreed by and between the parties that time is of the essence and that should Design-Builder fail to substantially complete any of the designated Work on orbefore the required date prior to the corresponding Event, the Owner will be damaged thereby and will suffer financial losses including but not limited to the following: (1) ticket sales; (2) suite rentals; (3) hospitality sponsorship and rentals; (4) sponsorship sales; (5) food and beverage catering, concessions and other sales; (6) merchandise sales; (7) reimbursements by the Owner of off-property expenses borne by patrons and others attending the Events; and (8) losses of use, income and profit. The parties agree that it will be difficult to calculate with precision the actual damages the Owner may suffer as a result of such failure and therefore the parties agree that, subject to the limitation described below on the total amount of Liquidated Damages that may be assessed by the Owner, Design-Builder shall pay Owner the 'amounts set forth below for each of the specific improvements not available and/or not substantially completed 011 or before the required date of the corresponding Event:

Liquidated Damages will be assessed based on each uncompleted or unavailable improvement for each Event as follows:

Spectator Seats for each uncompleted seat in the foul' day upper and middle bowl grandstand sections

for each uncompleted seat in the two day upper and middle bowl grandstand sections

for each uncompleted seat in the remaining upper and middle bowl sections

for each uncompleted seat in the lower bowl grandstand sections

Suites for each uncompleted 700 level suite

for each uncompleted 600 level suite .

for each uncompleted 500 level suite including associated grandstand seating

Hospitality Chalets for each uncompleted trackside hospitality "chalet" including associated grandstand seating

for each uncompleted midway hospitality "chalet"

Sponsorship Injectors Neighborhoods

Party Zones for' each uncompleted grandstand "injector"

for each uncompleted grandstand "neighborhood" venue

for each uncompleted grandstand "party zone" venue

As to delay related damages, provided that the Liquidated Damages provisions of this Agreement are not determined by a court of law to be invalid or unenforceable, the Liquidated Damages set forth in this Agreement are the Owner's sole and absolute remedy for all delay related damages incurred by Owner at law and in equity for Design-Builder's failure to achieve Partial Completion of Each Phase by the required date or the entire Work within the Contract Time.

Notwithstanding the amount of Liquidated Damages that may be assessed by Owner as set forth in this Section 3.3, Owner agrees to limit the total amount of Liquidated Damages to in the aggregate for all Liquidated Damages to be assessed for failure to timely complete the entire Work within the Contract Time or any designated portion of the Work by the time required before the corresponding Event. Liquidated Damages in excess of shall be waived by Owner.

(Table deleted)

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ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Design-Build Contract. The Contract Sum shall be the following:

(Check the appropriate box.)

( X 1 Stipulated Sum in accordance with Section 4.2 below;

(Paragraphs deleted)

§ 4.2 STIPULATED SUM

§ 4.2.1 The Stipulated Sum shall be Three Hundred Fifteen Million, Six Hundred Fifty-eight Thousand, Six Hundred Sixty-seven Dollars and Zero Cents ( $315,658,667.00 ), which includes all costs and expenses, and Allowances listed and described in Exhibit "L".

§ 4.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Design-Build Documents and are hereby accepted by the Owner.

Not Applicable

§ 4.2.3 Unit prices, if any, are as follows:

Description            Units        Price ($ 0.00)

Not Applicable

§ 4.2.4 Allowances are those listed and described in Exhibit "L".

(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both)

Allowance            Amount($ 0.00)        Included    Items

§ 4.2.5 Assumptions or qualifications, if any, on which the Stipulated Sum is based, are as follows: See

Addendum # 1-Exhibit "G"

(paragraphs deleted)

§ 4.2.6 OWNER'S RIGHT TO MAKE DIRECT PURCHASES The Owner reserves the right to make direct purchases of any materia1s and equipment which the Owner desires to incorporate into the completed construction. Owner shall coordinate such purchases with Design-Builder. To the extent requested by the Owner, the Design-Builder will be responsible for coordinating the delivery, safekeeping, protection, insuring (as to those items that will be installed by Design-Builder), inspection, installation and testing of any materials and equipment directly purchased by the Owner, and for the management and administration of any warranty claims pertaining to such materials and equipment. Furthermore, to the extent that any furnished and installed materials and equipment directly purchased by the Owner were included in the Design-Builders Stipulated Sum, the Stipulated Sum will be reduced by the amount included in Design-Builder's Contract Sum for each such item, if any, or otherwise as agreed to by the parties.

(Paragraphs deleted)

(fable deleted)

(Paragraphs deleted)

(fable deleted)

§ 4.5 CHANGES IN THE WORK

§ 4.5.1 Adjustments of the Contract Sum on account of changes in the Work may be determined by any of the methods listed in Article A,7 of Exhibit A, Terms and Conditions.

(Paragraph deleted)

ARTICLE 5 PAYMENTS

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§ 5.1 PROGRESS PAYMENTS

§ 5.1.1The Design-Builder shall deliver to the Owner Applications for Payment in the form attached hereto as Exhibit

"D". Owner reserves the right to amend the form of the Application for Payment to include Capital Improvement

Project (ClP) numbers and/or otherwise may amend the form to be substantially similar to Exhibit "D".

§ 5.1.2 Within thirty (30) days of the Owner's receipt of a properly submitted and complete Application for Payment and Certification by the Architect that the Work conforms with the Contract Documents and signed Waiver (I1U/

Partial Release from Design-Builder, Waiver and Partial Releases from Design-Builder's Contractors, Subcontractors, Sub-subcontractors, suppliers and materialmen or anyparty with lien rights, and Design-Builder's Affidavit of Outstanding Accountsfrom Design-Builder and its consultants, subcontractors, materialmen and suppliers through the date of the previous Application for Payment, the Owner shall make payment to the Design-Builder in the amount the Owner has approved. Copies of the required Waiver and Partial Releases from Design-Builder; Waiver and Partial Releases from Design-Builder's Contractors, Subcontractors, Sub-subcontractors, suppliers and materialmen or any party with lien rights, and Design-Builder's Affidavit of Outstanding Accounts are attached as Composite Exhibit "E".

§ 5.1.3 (Intentionally omitted)

§ 5.1.4(Intentionally omitted)

§ 5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum, the Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require and shall be updated by Design-Builder as required Or' requested by the Owner. This schedule of values, or updated schedule of values, if applicable, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment.

§ 5.1.6 In taking action on the Design-Builder's Applications for Payment, the Owner shall be entitled to rely all the accuracy and completeness of theinformation furnished by the Design-Builder and Architect and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid on account of the Agreement.

§ 5.1.7 (Intentionally omitted.)

§ 5.2 PROGRESS PAYMENTS - STIPULATED SUM

§ 5.2.1Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.2.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Ten percent ( 10 %) all the Work, other than services provided by design professionals and other consultants retained directly by the Design-Builder. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section A.7.3.8 of Exhibit A, Terms and Conditions;

.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or,

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if approved ill advance by the Owner, suitably stored off the site at a location agreed upon inwriting), less retainage of Ten percent (10 %);

.3 Subtract the aggregate of previous payments made by the Owner; and

.4 Subtract amounts, if any, for which the Owner has withheld payment from or nullified an Application for Payment as provided in Section A.9.S of Exhibit A, Terms and Conditions.

§ 5.2.3The progress payment amount determined in accordance with Section 5.2.2 shall be further modified under the following circumstances:

.1 add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and

(Section A.9.8.6 of Exhibit A, Terms and Conditions requires release of applicable retainage upon

Substantial Completion of Work with consent of surety, if any.)

.2 add, if final completion of the Work is thereafter materially delayed through no fault of the Design-Builder, any additional amounts payable in accordance with Section A.9.10.3 of Exhibit A, Terms and Conditions.

§ 5.2.4 Reduction orlimitation of retain age, if any, under Section 5.2.2 shall be as follows:

Provided that the Owner determines that the Work is in conformance with the Contract Documents and the Project is on schedule to be substantially complete in accordance with Section 3.3 of the Part 2 Agreement, retainage under Section 5.2.2 shall be determined for all subsequent Applications for Payment after the Value of the Work is Fifty percent (50%) complete as follows: .

(a) The Owner shall retain Ten percent (10%) on all prior Applications for Payment previously submitted.

(b) The Owner shall not hold any additional retainage on subsequent Applications for Payment submitted after the value of the Work is Fifty percent (50%) complete.

(Paragraphs deleted)

§ 5.3 (Intentionally omitted)

§ 5.4 (Intentionally omitted)

(Paragraphs deleted)

§ § 5.5 FINAL PAYMENT

§ 5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder no later than 30 days after the Design-Builder has fully performed the Design-Build Contract, including the requirements in Section A.9.10 of Exhibit A, Terms and Conditions, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond final payment.

§ 5.5.2 Neither final payment nor amounts retained, if any, shall become due until the Design-Builder submits to the Owner: (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or Owner's property might be responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise satisfied; (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner; (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents; (4) Certificate of Substantial Completion from the Architect that the Work is Substantially Complete in Conformance with the Contract Documents; (5) consent of surety to final payment; and (6) Design-Builder's Affidavit of Outstanding Accounts, Design-Builder's Final Payment Affidavit ill the form set forth iii §713.06, Florida Statutes, Final Waiver and Releaseof Lien from Design-Builder and Final Waivers and Releases of Liens from Design-Builder's Contractors, Subcontractors, Sub-subcontractors, suppliers and materialmen or any party with lien rights, to the extent and in such form as may be designated by the Owner. If a contractor or other person

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or entity entitled to assert a lien against the Owner's property refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Design-Builder shall indemnify the Owner for all loss and cost, including reasonable attorneys' fees incurred as a result of such lien. Copies of the required Design-Builder's Final Payment Affidavit, Design-Builder's Affidavit of Outstanding Accounts. Filial Waiver mid Release of Lien from Design-Builder and Final Waivers and Releases of Liens from Design-Builder's Contractors, Subcontractors, Sub-Subcontractors, suppliers and materialmen or any party with lien rights are attached as Composite Exhibit "E". At closeout, Design-Builder shall complete the Contractor Completion Checklist, a copy of which is attached hereto as Exhibit "F", and shall provide to the Owner all items required thereon as a condition precedent to final payment being due from the Owner.

§ 5.5.3 When the Work has been completed and the contract fully performed, the Design-Builder shall submit a final application for payment to the Owner, who shall make final payment within 30 days of receipt if such application for payment is properly submitted and complete.

ARTICLE6 DISPUTERESOLUTION

§ 6.1 The parties appoint the following individual to serve as a Neutral pursuant to Section AA.2 of Exhibit A, Terms and Conditions: Not Applicable

(Insert the 11Omea,ddress and other information of the individual to serve as a Neutral. If the parties do not select a Neutral, then the provisions of Section A. 4.2. 2 of Exhibit A, Terms and Conditions, shall apply.)

§ 6.2 The method of binding dispute resolution shall be the following:

(If the parties do not select a method of binding dispute resolution, then the method of binding dispute resolution shall be by litigation in a court of competent jurisdiction)

(Paragraph deleted)

" Litigation in a court of competent jurisdiction

(Paragraphs deleted)

where the Project is located

(Paragraphs deleted)

ARTICLE 7 MISCELLANEOUSPROVISIONS

§ 7.1 The Architect, other design professionals and consultants engaged by the Design-Builder shall be persons or entities duly licensed to practice their professions in the jurisdiction where the Project is located and are listed as follows: See Addendum #1- Exhibit "A"

(Insert name, address, license number, relationship to Design-Builder and other information.)

Name and Address License Number Relationship to Other Information

Design-Builder

§ 7.2 Consultants, if any, engaged directly by the Owner, their professions and responsibilities are listed below:

(Insert name, address, license number, if applicable, and responsibilities to Owner and other information}

Name and Address License Number    Responsibilities to Owner    Other Information

§ 7.3 Separate contractors, if' any, engaged directly by the Owner, their trades and responsibilities are listed below:

(Insert name, address, license number, if applicable, responsibilities to Owner and other information.)

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Name and Address License Number    Responsibilities to Owner    Other Information

§ 7.4 The Owner's Designated Representative is:

(Insert name, address and other information.)

Derek Muldowney, Executive Vice President

International Speedway Corporation

Design And Development

One Daytona Boulevard

Daytona Beach, Florida 32114

§ 7.4.1The Owner's Designated Representative identified above shall be authorized to act on the Owner's behalf with respect to the Project.

§ 7.5 The Design-Builder's Designated Representative is:

(Insert name, address and other information)

David Price

Barton Malow Company

5337 Millenia Lakes Boulevard, Suite 235

Orlando, Florida 32839

§ 7.5.1 The Design-Builder's Designated Representative identified above shall be authorized to act on the

Design-Builder's behalf with respect to the Project.

§ 7.6 Neither the Owner's nor the Design-Builder's Designated Representative shall be changed without ten days written notice to the other party. Design-Builder's Project Executives, Project Managers and Superintendants initially assigned to the Project listed on Exhibit "M" attached to Addendum #1 shall not be re-assigned to other projects of Design-Builder unless (a) replaced by qualified persons and (b) consented to in writing by Owner. The Owner's consent shall not be unreasonably withheld, conditioned or delayed.

§ 7.7 Other provisions:

§ 7.7.1 Where reference is made in this Agreement to a provision of another Design-Build Document, the reference refers to that provision as amended or supplemented by other provisions of the Design-Build Documents.

§ 7.7.2Vendor Diversity/Minority. Provided that prices are competitive and that the quality, quantity and timeliness of the Work will not be prejudiced or compromised, Design-Builder is encouraged, but not required, to utilize where reasonably practical a reasonable number of minority owned and/or controlled companies for the Project. In the event that Design-Builder utilizes a minority owned and/or controlled company, Design-Builder shall submit to the Owner the name of tile company, the scope of the work and the contract sum of the work being performed by the minority owned and/or controlled company. Design-Builder shall retain in its sole discretion the final decision on the selection and use of subcontractors and other vendors and shall remain fully responsible for their Work as called fur by the Contract Documents.

§ 7.7.3 Design-Builder shall execute the Confidentiality Agreement (Exhibit "Gil) and return to Owner within three (3) days after execution of this Agreement Design-Builder agrees that all newspaper, magazine, and other media articles, announcements, statements, exhibitions, advertising, marketing and other publicity issued or published by Design-Builder in connection with the Project (including trademarks, trade names, and marketing documents of Owner and its affiliated entities) shall be approved in writing by Owner before publication .or use

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by Design-Builder. Design-Builder shall require all of its consultants, contractors, subcontractors, suppliers, materialmen, fabricators and manufacturers to agree to be bound by similar language contained in this Section 7.7.3 and to execute a Confidentiality Agreement in the form attached as Exhibit "G" to this Part 2 Agreement.

§ 7.7.4The Owner and its subsidiaries take great pride in its reputation as a leader in motorsports entertainment and for its high standards of integrity, fairness and ethical business conduct. The Owner expects all directors, officers and employees, as well as all contractors, vendors and suppliers with whom it does business to:

l Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

l Refrain from making false or misleading statements, including communications to Owner's internal or independent auditors.

l Adhere to the spirit as well as the letter of all laws, rules, and regulations of federal, state, and local governments and other private and public regulatory agencies, applicable to the Owner.

l Respect the confidentiality of information acquired in the course of employment or while doing business with the Owner, except when authorized or otherwise legally obligated to disclose such information.

l Use the Owner's assets and resources employed or entrusted in a responsible manner.

The Design-Builder warrants that it will comply with the Owner's high standard of ethics and shall immediately notify the Owner and cooperate with any investigation involving unethical behavior. The Design-Builder shall post the Owner's Ethics Information Hotline Information alongside all other required legal notices at the Project location.

§ 7.7.5 The Design-Builder's use of local (in state) laborers, subcontractors, material suppliers, and equipment suppliers is encouraged by Owner and has influenced the Owner's selection process of Design-Builder.

§ 7.7.6 Design-Builder shall provide in its contracts and subcontracts that the Owner is an intended third party beneficiary of each such contract and subcontract.

ARTICLE 8 ENUMERATION OF THE DESIGN ·BUILD DOCUMENTS

§ 8.1 The Design-Build Documents, except for Modifications issued after execution of this Agreement, are

enumerated as follows: See Section 8.1.10

§ 8.1.1 The Agreement is this executed edition of the Standard Form of Agreement Between Owner and

Design-Builder, AIA Document AI41-2004, Part 2 Agreement, as modified by Owner and Design-Builder.

§ 8.1.2 The Supplementary and other Conditions of the Agreement, if any, are as follows.'

(Either use applicable documents below or refer to art exhibit attached to this Agreement.)

Document Title Pages

§ 8.1.3 The Project Criteria, including changes to the Project Criteria proposed by the Design-Builder, if any, and accepted by the Owner, consist of the following: See Section 8.1.10

(Either listapplicable documents and their dates below or refer to an exhibit attached to this Agreement.]

Title Date

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§ 8.1.4111e Design-Builder's Proposal, dated , consists of the following:

(Either listapplicable documents below or refer to an exhibit attached to this Agreement.)

§ 8.1.5 Amendments to the Design-Builder's Proposal, if any, are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

§ 8.1.6 The Addenda, if any, are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

Number                                Pages

Addendum #1 SCOPE OF WORK AND OTHER PROVISIONS

§ 8.1.7 (Intentionally omitted)

§ 8.1.8 (Intentionally omitted)

§ 8.1.9 (Intentionally omitted)

§ 8.1.10 The attached documents which are incorporated by reference forming part of the Design-Build Documents for this Part 2 Agreement are as follows:

Addendum #1 - Scope of Work and Other Provisions (includes Exhibits “A” - “N” attached to

Addendum #1)

Exhibit A - Terms and Conditions

Exhibit B - Design-Builder's Schedule and Substantial Completion Dates for Each Type of Improvementby Event and Type of Improvement

Exhibit C -Insurance and Bonds

Exhibit D -Form for Application for Payment

Exhibit E -Forms for Waivers and Affidavits of Outstanding Accounts

Exhibit F - Contract Completion Checklist

Exhibit G -Confidentiality Agreement

Exhibit H - Form for Payment and Performance Bond

Exhibit I - Form for Requirements of Engineer's or Architect's Professional Liability Insurance

Exhibit J -Novation Agreement, Owner-Architect Agreement dated November 1, 2011,

Change Orders 1 and 2 to Owner-Architect Agreement, and Rossetti's Proposal

Dated July 26, 2012

Exhibit K -Design-Builder's Stipulated Sum Proposal Summary

Exhibit L -Allowances

Exhibit M -Plan Identifying Locations Concerning Liquidated Damages

Exhibit N -Construction Site Access and Off Limits

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This Part 2 Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of which one is to be delivered to the Design-Builder and one to the Owner

/s/ Joie Chitwood/s/ Ryan Maibach

OWNER (Signature)DESIGN-BUILDER (Signature)

Joie Chitwood, PresidentRyan Maibach, President

(Printed name and title)(Printed name and title)

DAYTONA INTERNATIONALBARTON MALOW COMPANY

SPEEDWAY, LLC

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Document A141™- 2004 Exhibit A

Terms and Conditions

for the following PROJECT:

(Name and location or address)

Daytona Speedway Frontstretch Grandstands Project at Daytona International Speedway

Daytona Beach, Florida

THE OWNER:

(Name and location)

DAYTONA INTERNATIONAL SPEEDWAY, LLC One Daytona Boulevard

Daytona Beach, Florida 32114

THE DESIGN·BUILDER:

(Name and location)

BARTON MALOW COMPANY

5337 Millenia Lakes Boulevard, Suite 235

Orlando, Florida 32839

Throughout this Exhibit "A" (Terms and Conditions), the toms "Design-Build Contract", "Part 2 Agreement", "the Agreement" and "this Agreement" are used interchangeably.

June 13,2013

PART 2 AGREEMENT -EXHIBIT "A"

ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also

have revised the text of the original AlA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AlA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to Its completion or modification.

Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located.

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TABLE OF ARTICLES

A.1    GENERAL PROVISIONS

A.2    OWNER

A.3    DESIGN-BUILDER

A.4    DISPUTERESOLUTION

A.5    AWARDOF CONTRACTS

A.6    CONSTRUCTIONBY OWNERORBY SEPARATE    CONTRACTORS

A.7    CHANGESINTHEWORK

A.8    TIME

A.9    PAYMENTSAND COMPLETION

A.10    PROTECTIONOF PERSONSANDPROPERTY

A.11    INSURANCEAND BONDS[See page 1 of A141·2004Agreementconcerning "Addendum"]

A.12    UNCOVERINGAND CORRECTIONOFWORK

A.13    MISCELLANEOUSPROVISIONS

A.14    TERMINATIONOR SUSPENSIONOFTHEDESIGN·BUILDCONTRACT

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ARTICLE A.1 GENERAL PROVISIONS

§ A.1.1 BASIC DEFINITIONS

§ A.1.1.1 THE DESIGN·BUILD DOCUMENTS

The Design-Build Documents are identified in Section 1.1 of the Agreement.

§ A.1.1.2 PROJECT CRITERIA

The Project Criteria are identified in Section 8.1.3 of the Agreement and may describe the character, scope, relationships, forms, size and appearance of the Project, materials and systems and, in general, their quality levels, performance standards, requirements or criteria, and major equipment layouts. In the event of a conflict in the 100% Construction Documents as defined in Section Al.l.9 below and the Project Criteria, the 100% Construction Documents approved in writing by the Owner shall control.

§ A.1.1.3 ARCHITECT

The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing architecture identified as such in the Agreement and having a direct contract with the Design-Builder to perform design services for all or a portion of the Work. and is referred to throughout the Design-Build Documents as if singular in number.

The term "Architect" means the Architect or the Architect's authorized representative.

§ A.1.1.4 CONTRACTOR

A Contractor is a person or entity, other than the Architect, that has a direct contract with the Design-Builder to perform all or a portion of the construction required in connection with the Work. The term "Contractor" is referred to throughout the Design-Build Documents as if singular in number and means a Contractor or an authorized representative of the Contractor. The term "Contractor" does not include a separate contractor, as defined in Section A.6.1.2, or subcontractors of a separate contractor.

§ A.1.1.5 SUBCONTRACTOR

A Subcontractor is a person or entity who has a direct contract with a Contractor to perform a portion of the

construction required in connection with the Work at the site. The term "Subcontractor" is referred to throughout the Design-Build Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.

§ A.1.1.6THE WORK

The term "Work" means the design, construction and services required by the Design-Build Documents, whether completed or partially completed, and includes all other .labor, materials, equipment and services provided or to be provided by the Design-Builder to fulfill the Design-Builder's obligations. The Work may constitute the whole or a part of the Project.

§ A.1.1.7 THE PROJECT

The Project is the total design and construction of which the Work performed under the Design-Build Documents may be the whole or a part, and which may include design and construction by the Owner or by separate contractors.

§ A.1.1.8 NEUTRAL

(Intentionally Omitted).

§ A.l.l.9 CONSTRUCTION DOCUMENTS. The term "100% Construction Documents" means the drawings and specifications illustrating and describing in detail the quality, levels of materials and systems and other requirements for the construction of the Work (a) required to be prepared by the Design-Builder pursuant to this Agreement, (b) signed and sealed by Design-Builder's Architect, (c) submitted to the local jurisdiction, and (d) upon which the building permit for the Project is obtained.

§ A.1.2 COMPLIANCE WITH APPLICABLE LAWS

§ A.1.2.1 If the Design-Builder believes that implementation of any instruction received :from the Owner would cause a violation of any applicable law, statute, ordinance, building code, rule or regulation, the Design-

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Builder shall notify the Owner in writing; Neither the Design-Builder nor any Contractor or Architect shall be obligated to perform any act which they believe will violate any applicable law, ordinance, rule or regulation.

§ A,1.2.2The Design-Builder shall be entitled to rely on the completeness and accuracy of the information contained in the Project Criteria (unless Design-Builder knew or should have known that the information was inaccurate), but not that such information complies with applicable laws, regulations and codes, which shall be the obligation of the Design-Builder to determine. In the event that a specific requirement of tile Project Criteria conflicts with applicable laws, regulations and codes, the Design-Builder shall furnish Work which complies with such laws, regulations and codes. In such case, the Owner shall issue a Change Order to the Design-Builder unless the Design-Builder recognized such non-compliance prior to execution of this Agreement and failed to notify-the Owner.

§ A.1.2.3The Design-Builder shall review laws, codes, and regulations applicable to the Design-Builder's Work and to the Project. The Design-Builder's design and Construction Documents shall comply with all applicable laws, codes and regulations in effect at the time the documents are prepared, including the Occupational Safety and Health Administration Act of L970 (OSHA). Specifically and without limitation to any other obligations set forth in this Agreement, the Design-Builder acknowledges that Title III of the Americans with Disabilities Act of 2010 and the Florida Accessibility Code and the regulations promulgated by the AttorneyGeneral to implement the Act (collectively "the ADA") is a legal requirement applicable to the Project. The Design-Builder agrees that it, and not the Owner, bears responsibility for compliance with the ADA, and that the Owner's approval of design and Construction Documents does not constitute an opinion or representation by the Owner that the documents comply with the ADA. The Owner understands that tile design standards under the ADA and analogous state and local statutes are still evolving. Further, the Owner acknowledges that the requirements of the ADA will be subject to various and possibly contradictory interpretations. The Design-Builder, therefore, will use its reasonable professional efforts, expertise and judgment to interpret applicable.ADA requirements as they apply to design of the Project and shall inform the Owner of possibly contradictory interpretations of which the Design-Builder is aware. The Design-Builder does not warrant or guarantee that the Owner's project will comply with all interpretations of the ADA requirements and/or requirements of other federal, state and local laws, rules, codes, ordinances and regulations, including the Occupational Safety and Health Administration Act ofl970 (OSHA). as they apply to the Project. To the extent that the damages, costs or fees are caused by the Design-Builder's negligent acts, errors or omissions, the Design-Builder will defend, indemnity and hold the Owner harmless for damages, costs and fees incurred as the result of the Design-Builder's negligent act, error or omission in failing to comply with the ADA or any other laws, codes or regulations, except that the Design-Builder shall not be responsible if any aspect of the design does not conform to the ADA if the claim for the non-conformance arises by virtue of new interpretations by the Attorney General, Department of Justice, U.S. Equal Employment Opportunity Commission, State of Florida or a court of law made after the preparation of 100% Construction Documents. Design-Builder's 100% Construction Documents shall indicate that the 100% Construction Documents comply with all ADA requirements at time of execution of this Agreement based 011 Design-Builder's professional opinion after utilizing Design-Builder's reasonable professional efforts..

§ A.1.2.4The Design-Builder shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Design-Builder from establishing a claim or defense in an adjudicatory proceeding. The Design-Builder shall require of the Design-Builder's Contractors, Subcontractors and consultants similar agreements to maintain the confidentiality of information required by Exhibit "G". Design-Builder agrees to the provisions contained in the Confidentiality Agreement attached as Exhibit "Gil and shall obtain executed Confidentiality Agreements from Design-Builder's Contractors, Subcontractors and consultants in the form attached as Exhibit "G".

§ A.1.2.5 Except with the Owner's knowledge and consent, the Design-Builder shall not engage in any activity, oraccept any employment, interest or contribution that would reasonably appear to compromise the Design-Builder's professional judgment with respect to this Project.

§ A.1.3 CAPITALIZATION

§ A.1.3.1 Terms capitalized in these Terms and Conditions include those which are (1) specifically defined, (2) the titles of numbered articles and identified references to sections in the document, or(3) the titles of

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other documents published by the American Institute of Architects.

§ A.1.4INTERPRETATION

§ A.1.4.1 In the interest of brevity, the Design-Build Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement.

§ A.1,4.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings.

§ A.1.5 EXECUTION OF THE DESIGN·BUILD DOCUMENTS

§ A.1.5.1 The Design-Build Documents shall be signed by the Owner and Design-Builder.

§ A.1.5.2 Execution of the Design-Build Contract by the Design-Builder is a representation that the Design-Builder has visited the site. become generally familial' with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Design-Build Documents.

§ A.1.6 OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA

(paragraph deleted)

§ A,1.6.1· Design-Builder shall provide to the Owner two (2) copies of all electronic .drawing files of all as-built drawings in a format compatible with the AutoCAD release version designated by Owner. This shall include an organized, rational file/drawing naming system that refers directly to the actual hard copy drawings. For example, drawings shall be named A-l.dwg, A-2.dwg, M- t.dwg, M-2.dwg etc. Each drawing file shall be processed through AutoCad's XREF Manager utilizing the "bind process" prior to submittal to the Owner to combine the files and eliminate the need for attached files. Text documents such as specification books shall be presented in Microsoft Word or pdf format. Such electronic files shall be delivered to the Owner within ten (10) days after requested by the Owner or, if not specifically requested, prior to final payment from Owner.

§ A.1.6.2 All records, documents, drawings, notes, tracings, plans, computer aided design (CAD) files, specifications, maps, models. presentations, evaluations. reports and other technical data and schematics, including those in electronic or other form, prepared or developed by or for Design-Builder, or otherwise provided to Owner, pursuant to this Agreement shall be "Instruments of Service." All Instruments of Service, and all copies of Instruments of Service, shall be works made for hire or, to the extent they are not works made for hire, shall be deemed to be works made for hire, such that Owner shall own all rights title and interest in and to all Instruments of Service, including copyrights, performance rights and moral rights. Upon fixation of any such Instruments of Service, all rights, including any copyrights, performance rights, and moral rights in or to the Instruments of Service that Design-Builder or its subconsultants possess or may possess, now or in the future, shall be deemed assigned to Owner, whether a written assignment is executed or not. Neither Design-Builder nor its subconsultants shall claim rights adverse to Owner with respect to any such Instruments of Service and Design-Builder hereby agrees and represents that neither Design-Builder, nor its subconsultants shall copy, reproduce or perform any lnstruments of Service for itself or any person other than Owner, but Design-Builder may retain electronic files and a reproducible copy of the Instruments of Service for its records. Design-Builder shall obtain written assignments from its subconsultants to Owner of any and all common law, statutory and other reserved rights, including copyrights and performance rights, in and to all Instruments of Service created in connection with the Project in which the subconsultants have or may have such rights. Design-Builder hereby represents that all Instruments of Service, architectural works, orother works developed, authored, or provided to Owner pursuant to this Agreement shall be original in the Design-Builder or the Design-Builder's subconsultants, or in the public domain, or shall be developed, authored, or provided to Owner pursuant to a valid, enforceable and appropriate assignment or license and shall not infringe any copyright, trademark, patent or other intellectual property right of any third party. To the extent any services rendered by or for Design-Builder pursuant to this Agreement result in Owner receiving any license or sublicense to any intellectual property, implied or otherwise, Design-

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Builder covenants and agrees that Design-Builder has the right to grant such license or sublicense and that such license or sublicense shall be an irrevocable, perpetual, fully-paid-up. royalty-free, worldwide license to reproduce, create derivatives of. perform, distribute, and otherwise use such intellectual property without restriction of any kind, including use by any replacement architects, contractors or engineers retained by Owner to complete the design or construction of the Project. Any such license or sublicense shall continue even in the event this Agreement is terminated for any reason. To the fullest extent permitted by law, Design-Builder shall indemnity, defend, protect and hold harmless Owner, the Additional Insureds as defined in Section A.ll.2.1 and their respective officers, directors, members, agents, consultants or employees of any of them, from and against all costs, damages, losses and expenses, including but not limited to attorneys' fees and paralegals' fees, arising out of, orresulting from, any claim by any third party asserting that any license or sublicense granted by Design-Builder or.any Instruments of Service developed or authored by Design-Builder or Design-Builder's subconsultants, or provided to Owner by Design-Builder, pursuant to this Agreement infringes any intellectual property right, including without limitation copyright, of any person. Notwithstanding the foregoing, Design-Builder and its subconsultants and subcontractors may retain co-ownership rights with Owner in any standard details or design documents not specifically prepared for this Project. The Owner shall release and indemnify the Design-Builder, its officers, shareholders, employees, agents, successors, assigns, its design consultants, and other persons retained by the Design-Builder to provide services on the Project from all losses, claims, demands, liabilities, injuries, damages and expenses (including, without limitation, consequential, indirect, special or punitive damages, economic loss claims and reasonable attorneys' fees and other defense costs and expenses) that Design-Builder incurs by reason of injury or damage sustained to any person Qt. property arising out of the Owner's use of the Instruments of Service for design or construction beyond the scope of this Agreement for this Project, including, but not limited to, any of the Owner's other projects without Design-Builder's involvement. The patties agree that the transfer of ownership of the Instruments of Service by the Design-Builder to the Owner represents good and adequate consideration to the Owner for this indemnification. Prior to any use or distribution to third parties of the Instruments of Service, the Owner shall remove or otherwise conceal the Design-Builder's name, seal, stamp and/or other identifying information of indicia of authorship.

§ A.1.6.3 The Design-Builder's submission or distribution of documents for the purpose of performing Project requirements or for compliance with governmental requirements or similar purposes in connection with the Project is not prohibited by this Paragraph A.1.6.

(Paragraphs deleted)

ARTICLE A.2 OWNER

§ A.2.1GENERAL

§ A.2.1.1The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number, The term "Owner" means the Owner or the Owner's authorized representative. 'The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all Project matters requiring the Owner's approval or authorization. The Owner shall render decisions in a timely manner and-in accordance with the Design-Builder's schedule submitted to the Owner,

§ A.2.1.2The Owner shall furnish to the Design-Builder within l 5 days after receipt of a written request information necessary and relevant for the Design-Builder to evaluate, give notice of or enforce construction lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein.

§ A.2.2INFORMATION AND SERVICES REQUIRED OF THE OWNER

§ A.2.2.1Information or services required of the Owner by the Design-Build Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Design-Builder's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Design-Builder of a written request for such information or services.

§ A.2.2.2The Owner shall provide, to the extent available, existing surveys, if not required by the Design-Build Documents to be provided by the Design-Builder, describing physical characteristics, legal limitations,

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and utility locations for the site of this Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restriction, boundaries, and contours of the site; locations, dimensions, and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. Design-Builder shall be responsible for obtaining updated or additional surveys at Design-Builder's expense if in the opinion of Design-Builder updated or additional surveys are needed or desirable.

§ A.2.2.3The Owner shall provide, to the extent available to the Owner and if not required by the Design-Build Documents to be provided by the Design-Builder, the results and reports of prior tests, inspections or investigations conducted for the Project involving structural or mechanical systems, chemical, air and water pollution, hazardous materials or environmental and subsurface conditions and information regarding the presence of pollutants at the Project site. Design-Builder shall be responsible for obtaining updated or additional results and reports at Design-Builder's expense if in the opinion of Design-Builder updated or additional results and. reports are needed or desirable.

§ A.2.2,4 The Owner may obtain independent review of the Design-Builder's design, construction and other documents by a separate architect, engineer, and contractor or cost estimator under contract to or employed by the Owner. Such independent review shall be undertaken at the Owner's expense in a timely manner and shall not delay the orderly progress of the Work.

§ A.2.2.5 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and inspections. The Owner shall not be required to pay the fees for such permits, licenses and inspections unless the cost of such fees is excluded from the responsibility of the Design-Builder under the Design-Build Documents.

§ A.2.2.6 Except as to concealed conditions not reasonably ascertainable by the Design-Builder, the surveys and reports required to be provided by the Owner under Sections A.2.2 and A.2.2.3, as well as those referenced in Section AA.1.4, are furnished by the Owner for Design-Builder's information only and Owner does not warrant or guarantee the completeness or accuracy of any such surveys or reports in any way.

§ A.2.2.7 (If the Owner observes orotherwise becomes aware of a fault or defect in the Work or non-conformity with the Design-Build Documents. the Owner shall give prompt written notice thereof to the Design-Builder.

§ A.2.2.S The Owner shall, at the request of the Design-Builder, prior to execution of the Design-Build Contract and promptly upon request thereafter, furnish to the Design-Builder reasonable evidence that financial arrangements have been made to fulfill the Owner's obligations under the Design-Build Documents.

§ A.2.2;9 The Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder, unless otherwise directed by the Design-Builder.

§ A.2.2.10 The Design-Builder shall furnish at Design-Builder's expense the services of geotechnical engineers or other consultants, to be paid by the Design-Builder, for subsoil, air and water conditions when such services are deemed reasonably necessary by the Design-Builder to properly carry out the design services provided by the Design-Builder and the Design-Builder's Architect. Such services may include, but are not limited to. test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations.

§ A.2.2.11 The Owner shall promptly obtain easements, zoning variances, and legal authorizations regarding site utilization where essential to the execution of the Owner's program,

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§ A.2.3 OWNER REVIEW AND INSPECTION

§ A.2.3.1The Owner shall review and approve or take other appropriate action upon the Design-Builder's submittals, including but not limited to design and construction documents, required by the Design-Build Documents, but only for the limited purpose of checking for conformance with information given and the design. concept expressed in the Design-Build Documents. The Owner's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Design-Builder orseparate contractors. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents.

§ A.2.3.2 Upon review of the design documents, construction documents, or other submittals required by the Design-Build Documents, the Owner shall take one of the following actions:

.1 Determine that the documents or submittals are in conformance with the Design-Build Documents and approve them.

.2 Determine that the documents or submittals are in conformance with the Design-Build Documents but request changes in the.documents or submittals which shall be implemented by a Change in the Work.

.3 Determine that the documents or submittals are not in conformity with the Design-Build Documents and reject them.

.4 Determine that the documents or submittals are not in conformity with the Design-Build Documents, but accept them by implementing a Change in the Work.

·5 Determine that the documents or submittals are not ill conformity with the Design-Build Documents, but accept them and request changes in the documents or submittals which shall be implemented by a Change in the Work.

§ A.2.3.3 The Design-Builder shall submit to the Owner for the Owner's approval, pursuant to Section A.2.3.1, any proposed change or deviation to previously approved documents or submittals. The Owner shall review each proposed change or deviation to previously approved documents or submittals which the Design-Builder submits to the Owner for the Owner's approval with reasonable promptness in accordance with Section A.2.3.1 and shall make one of the determinations described in Section A2.3.2.

§ A.2.3.4 Notwithstanding the Owner's responsibility under Section A.2.3.2, the Owner's review and approval of the Design-Builder's documents or submittals shall not relieve the Design-Builder of responsibility for compliance with the Design-Build Documents unless a) the Design-Builder has notified the Owner in writing of the deviation prior to approval by the Owner or, b) the Owner has approved a Change in the Work reflecting any deviations from the requirements of tile Design-Build Documents.

§ A.2.3.S The Owner may visit the site to keep informed about the progress and quality of the portion of the Work completed. However, the Owner shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. Visits by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quantity or quality of the Work. The Owner shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work. since these are solely the Design-Builder's rights and responsibilities under the Design-Build Documents, except as provided in Section A.3.3.7.

§ A.2.3.6 The Owner shall not be responsible for the Design-Builder's failure to perform the Work in accordance with the requirements of the Design-Build Documents. The Owner shall not have control over or charge of and will not be responsible for acts or omissions of the Design-Builder. Architect, Contractors, or their agents or employees, or any other persons or entities performing portions of the Work for the Design-Builder.

§ A.2.3.7 The Owner may reject Work that does not conform to the Design-Build Documents. Whenever the Owner considers it necessary or advisable, the Owner shall have authority to require inspection or testing of the Work in accordance with Section A13.5.2, whether or not such Work is fabricated, installed or completed.

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However, neither dlis authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to tile Design-Builder, the Architect, Contractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work.

§ A.2.3.S The Owner may appoint an on-site project representative to observe the Work and to have such other responsibilities as the Owner desires.

§ A.2.l.9 The Owner may conduct inspections to confirm or determine the date ordates of Substantial Completion and the date of final completion are being met by Design-Builder.

§ A.2.40WNER'S RIGHT TO STOP WORK

§ A.2.4.1 If the Design-Builder fails to correct Work which is not in accordance with the requirements of theDesign-Build Documents as required by Section A.l2.2 or persistently fails to carry out Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of 'the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section A.6.1.3.

§ A.2.SOWNER'S RIGHT TO CARRY OUT THE WORK

§ A.2.S.1 If the Design-Builder defaults or neglects to carry out the Work in accordance with the Design-Build Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Design-Builder a second written notice to correct such deficiencies within a three-day period. If the Design-Builder within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design-Builder the reasonable. cost of correcting such deficiencies from payments due the Design-Builder are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner.

ARTICLE A.3 DESIGN-BUILDER

§ A.3.1 GENERAL

§ A.3.1.1 The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Design-Build Documents as if singular in number. TheDesign-Builder may be an architect or other design professional, a construction contractor, a real estate developer or any other person or entity legally permitted to do business as a design-builder ill the location where the Project is located. The term "Design-Builder" means the Design-Builder or the Design-Builder's authorized representative. The Design-Builder's representative is authorized to act on the Design-Builder's behalf' with respect to the Project.

§ A.3.1.2 The Design-Builder shall perform the Work in accordance with the Design-Build Documents.

§ A.l.2 DESIGN SERVICES AND RESPONSIBILITIES

§ A.l.2.1 When applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through the performance of qualified persons or entities duly licensed to practice their professions. The Owner understands and agrees that the services performed by the Design-Builder's Architect and the Design-Builder's other design professionals and consultants are undertaken and performed in the sole interest of and for the exclusive benefit of the Design-Builder.

§ A.l.2.2 The agreements between the Design-Builder and Architect or other design professionals identified in the Agreement including the Novation Agreement attached as Exhibit "J" and in any subsequent Modifications, shall be in writing, These. agreements, including services and financial arrangements with respect to this Project, shall be promptly and fully disclosed to the Owner upon the Owner's written request.

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§ A.3.2.3 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder's employees, Architect, Contractors, Subcontractors and their agents and employees, and other persons or entities, including the Architect and other design professionals, performing any portion of tile Design-Builder's obligations under the Design-Build Documents,

§ A.3.2.4 The Design-Builder shall carefully study and compare the Design-Build Documents, materials and other information provided by the Owner pursuant to Section A.2.2, shall take field measurements of any existing conditions related to the Work, shall observe any conditions at the site affecting the Work, and report promptly to the Owner any errors, inconsistencies or omissions discovered.

§ A.3.2.5 The Design-Builder shall provide to the Owner for

Owner's written approval design documents sufficient to establish the size, quality and character of the Project; its architectural, structural, mechanical and electrical systems; and the materials and such other elements of the Project to the extent required by the Design-Build Documents. Deviations, if any, from the Design-Build Documents shall be disclosed to and approved by the Owner in writing which approval shall not be unreasonably withheld, conditioned or delayed.

§ A.l.2.6 Upon the Owner's written approval of the design documents submitted by the Design-Builder. the Design-Builder shall provide construction documents for review and written approval by the Owner. The construction documents shall set forth in detail the requirements for construction of the Project. The construction documents shall include drawings and specifications that establish the quality levels of materials and systems required. Deviations, if any, from the Design-Build Documents shall be disclosed in writing. Construction documents may include drawings, specifications, and other documents and electronic data setting forth in detail the requirements for construction of the Work, and shall:

.1 be consistent with the approved design documents;

.2 provide information for the use of those in the building trades; and

.3 include documents customarily required for regulatory agency approvals.

§ A.3.2.6.1 Attached to the Agreement as Exhibit "C" to Addendum #1 is the Design-Builder's Project Manual representing fifty percent (50%) completion of the 100% Construction Documents. Design-Builder acknowledges and agrees that it is required to update and complete the 50% Project Manual and incorporate the further development to obtain completion of the 100% Construction Documents. All such further development of the Project Manual is subject to Owner's prior written approval and Design-Builder represents and warrants to the Owner that in no event will any further. development to the Project Manual requested by Design-Builder require any additional costs to the Owner. unless otherwise expressly agreed to by Owner in writing and its sale discretion. Further, Design-Builder represents and warrants to Owner that the attached Project Manual is, and that all further development up to and including the 100% completed Project Manual will be, consistent with the Project Criteria and the other terms and conditions of the Design-Build Documents. Design-Builder agrees to make any changes to the Project Manual requested by Owner if at any time Owner determines the Project Manual is inconsistent with the Project Criteria or the terms of 'the Design-Build Documents. In no event shall the review or approval by Owner of the Project Manual or any further development thereto relieve the Design-Builder from any of its obligations or duties hereunder nor shall Owner incur any design liability with respect to the same, it being agreed that all such liability is to remain with the Design-Builder and the Architect.

§ A.3.2.7 The Design-Builder shall meet with the Owner periodically to review progress of the design and construction documents.

§ A.3.2.S Upon the Owner's written approval of construction documents, the Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project.

§ A.3.2.9 The Design-Builder shall obtain from each of the Design-Builder's professionals and furnish to the Owner certifications with respect to the documents and services provided by such professionals (a) that, to the best of their knowledge, information and belief, the documents or services to which such certifications relate (i) are consistent with the Project Criteria set forth in the Design-Build Documents, except to the

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extent specifically identified in such certificate, (ii) comply with applicable professional practice standards, and (iii) comply with applicable laws, ordinances, codes, rules and regulations governing the design of the Project; and (b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in such certifications.

§ A.3.2.10 [If the Owner requests the Design-Builder, the Architect or the Design-Builder's other design professionals to execute certificates other than those required by Section A.3 .2,9, the proposed language of such certificates shall be submitted to the Design-Builder, or the Architect and such design professionals through the Design-Builder, for review and negotiation at least 14 days prior to the requested dates of execution. Neither the Design-Builder, the Architect nor such other design professionals shall be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of their respective agreements with the Owner or Design-Builder.

§ A.3.2.11 'The Design-Builder shall provide Coordination of construction performed by the Owner's own forces or separate contractors employed by the Owner, and coordination of services required in connection with construction performed and equipment supplied by the Owner.

§ A.3.3 CONSTRUCTION

§ A.3.3.1 The Design-Builder shall perform no construction Work prior to the Owner's review and

approval of the construction documents. The Design-Builder shall perform no portion of the

Work for which the Design-Build Documents require the Owner's review of submittals, such as

Shop Drawings, Product Data and Samples, until the Owner has approved each submittal.

§ A.3.3.2 The construction Work shall be in accordance with approved submittals, except that the Design-Builder shall not be relieved of responsibility for deviations from requirements of the Design-Build Documents by the Owner's approval of design and construction documents or other submittals such as Shop Drawings, Product Data, Samples or other submittals unless the Design-Builder has specifically informed the Owner in writing of such deviation at the time of submittal and (1) the Owner has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Design-Builder shall not be relieved of responsibility [or errors or omissions in design and construction documents or other submittals such as Shop Drawings, Product Data, Samples or other submittals by the Owner's approval thereof.

§ A.3.3.3 The Design-Builder shall direct specific attention, in writing or on resubmitted design and construction documents or other submittals such as Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Owner on previous submittals. In the absence of such written notice, the Owner's approval of aresubmission shall not apply to such revisions.

§ A.3.3.4 When the Design-Build Documents require that a Contractor provide professional design services orcertifications related to systems, materials or equipment, or when the Design-Builder in its discretion provides such design services or certifications through a Contractor, the Design-Builder shall cause professional design services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professionals, if prepared by others, shall bear such design professional's written approval. The Owner shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

§ A.3.3.5 The Design-Builder shall be solely responsible fur and have control over all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Design-Build Documents.

§ A.l.3.6 The Design-Builder shall keep the Owner informed of the progress and quality of the Work.

§ A.l.l.7 The Design-Builder shall be responsible for the supervision and direction of the Work, using the

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Design-Builder's best skill and attention. If the Design-Build Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Design-Builder shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Design-Builder determines that such means, methods, techniques, sequences or procedures may not be safe, the Design-Builder shall give timely written notice to the Owner and shall not proceed with that portion of the Work without further written instructions from the Owner, If the Design-Builder is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Design-Builder, the Owner shall be solely responsible for any resulting loss or damage.

§ A.3.3.8 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work,

§ A.3.4 LABOR AND MATERIALS

§ A.3.4.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide orcause to be provided and shall pay for design services, labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of the Work, whether temporary orpermanent and whether or not incorporated or to be incorporated in the Work.

§ A.3.4.2 When a material is specified in the Design-Build Documents, the Design-Builder may make substitutions only with the consent of the Owner and, if appropriate, in accordance with a Change Order.

§ A.3.4.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder's employees and other persons carrying out the Design-Build Contract. The Design-Builder shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

§ A.3.S WARRANTY

§ A.3.5.1 The Design-Builder warrants to the Owner for a period of one year (and as to latent defects for a longer period if permitted by Florida law) after Substantial Completion of the entire Work that materials and equipment furnished under the Design-Build Documents will be of good quality and new unless otherwise required or permitted by the Design-Build Documents, that the Work will be free from defects not inherent in the quality required or permitted by law or otherwise, and that the Work will conform to the requirements of the Design-Build Documents. Work not conforming to these requirements, including substitutions 110tproperly approved and authorized, may be considered defective. The Design-Builder's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Design-Builder, improper or insufficient maintenance, improper operation, ornormal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This one year limitation of the warranty period shall not apply to latent defects which Owner discovers after the one year warranty period. The Owner expressly retains its right under this agreement and under Florida law to pursue claims far breach of warranty as to latent defects and breach of contract as to defective Work and Work not conforming with the Design-Build Documents. Likewise, the one year limitation on the warranty period shall not apply to express warranties provided by Design-Builder's contractors, subcontractors, suppliers, manufacturers, fabricators and materialmen where such express warranties are longer than 1 year.

§ A.3.6 TAXES

§ A.3.6.1 The Design-Builder shall pay all sales, consumer, use and similar taxes for the Work provided by the Design-Builder which had been legally enacted on the date of the Agreement, whether or not yet effective or merely scheduled to go into effect.

§ A.3.7 PERMITS, FEES AND NOTICES

§ A.3.7.1 The Design-Builder shall secure and pay for building and other permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work which are customarily secured after execution of the Design-Build Contract and which were legally required on the date the Owner accepted the Design-Builder's proposal.

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§ A.3.1.2 The Design-Builder shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities relating to the Project.

§ A.3.7.3 It is the Design-Builder's responsibility to ascertain that the Work is in accordance with applicable laws, ordinances, codes, rules and regulations.

§ A.l.7.4 If the Design-Builder performs Work contrary to applicable laws, ordinances, codes. rules and regulations, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction,

§ A.3.S ALLOWANCES

§ A.3.B,1 The Design-Builder shall include in the Contract Sum all allowances listed and described in Exhibit "L" of the Design-Build Documents.

§ A.3.S.2 Unless otherwise provided in Exhibit "L" (or unless inconsistent with Exhibit "L:" in which case Exhibit "L" is controlling) of the Design-Build Documents:

.1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 Design-Builder's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated fur stated allowance amounts shall be included in the Contract Sum but not in the allowances; and

.3 whenever costs are more "than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. 111eamount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section A.3.8.2.1 and (2) changes in Design-Builder's costs under Section A.3.8.2.2.

§ A.3.B.3 Materials and equipment under an allowance shall be selected by the O"I11eirn sufficient time to avoid delay in the Work.

§ A.3.9 DESIGN·BUILDER 'S SCHEDULES

§ A.3.9.1 The Design-Builder's Contract Baseline Schedule for the Work is attached as Exhibit "B-1 ". 111e"Project Schedule" described in Exhibit "B" shall be delivered to the Owner within 75 days from receipt by Design-Builder of Owner's Notice to Proceed, The Project Schedule shall not exceed time limits and shall be in such detail as required under the Design- Build Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Design-Build Documents, shall provide for expeditious and practicable execution of the Work and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project and shall include the Owner's Scheduled Events as defined in Exhibit "B-2".

§ A.3.9.2TIle Design-Builder shall prepare and keep current a schedule of submittals required by the Design-Build Documents.

§ A.3.9.3 The Design-Builder shall perform the Work in general accordance with the Owner approved Project Schedule submitted to and approved in writing by the Owner, which approval shall not be unreasonably withheld, conditioned or delayed.

§ A3.10 DOCUMENTS AND SAMPLES AT THE SITE

§ A3.10.1 The Design-Builder shall maintain at the site for the Owner one record copy of the drawings, specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be delivered to the Owner upon completion of the Work.

§ A.3.11 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

§ A.3.11.1Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work

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by the Design-Builder or a Contractor. Subcontractor, manufacturer, supplier or' distributor to illustrate some portion of the Work.

§ A.3.11.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Design-Builder to illustrate materials or equipment for some portion of the Work.

§ A.3.11.3Samples are physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

§ A.3.11.4 Shop Drawings, Product Data, Samples and similar submittals are not Design-Build Documents, The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Design-Build Documents the way by which the Design-Builder proposes to conform to the Design-Build Documents.

§ A.3.11.5The Design-Builder shall review for compliance with the Design-Build Documents and approve and submit to the Owner only those Shop Drawings, Product Data, Samples and similar submittals required by the Design-Build Documents with reasonable promptness and ill such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors.

§ A.3.11.S By approving and. submitting Shop Drawings, Product Data, Samples and similar submittals, the Design-Builder represents that the Design-Builder has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Design-Build Documents.

§ A.3.12 USE OF SITE

§ A.3.12.1TIle Design-Builder shall confine operations at the site to areas permitted by law, ordinances, permits and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment.

§ A.3.13CUTTING AND PATCHING

§ A.3.13.1The Design-Builder shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly.

§ A.3.13.2The Design-Builder shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction or by excavation. The Design-Builder shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder's consent to cutting or otherwise altering the Work.

§ A.3.14CLEANING UP

§ A,3.14.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste

materials or rubbish caused by operations under the Design-Build Contract. At completion of the Work, the

Design-Builder shall remove from and about the Project waste materials, rubbish, the Design-Builder's tools, construction equipment, machinery and surplus materials. .

§ A.3.14.2Ifthe Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and the cost thereof shall be charged to the Design-Builder.

§ A.3.15 ACCESS TO WORK

§ A.3.15.1 The Design-Builder shall provide the Owner access to the Work in preparation and progress wherever located.

§ A.3.16 ROYALTIESPATENTSAND COPYRIGHTS

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§ A.3.16.1The Design-Builder shall pay all royalties and license fees. The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner harmless from loss on account thereof unless such claims for infringement were the result of directives from the Owner.

§ A.3.17 INDEMNIFICATION

§ A.3.17.1 To the fullest extent permitted by law, the Design-Builder and its Contractors and Subcontractors shall indemnify and hold harmless the Owner, Daytona International Speedway, LLC, its parent, related or affiliated companies and then' respective shareholders, officers, directors, agents, members, employees, subsidiaries, trustees, receivers, successors, and assigns; the Daytona Beach Racing & Recreational Facilities District; City of Daytona Beach; County of Volusia; and Owner's consultants, and agents and employees of any of them ("the Indemnitees") from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease ordeath or to injury to or destruction of tangible property other than the Work itself, but only to the extent caused by the negligent acts or omissions of the Design-Builder, Architect, a Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused ill part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge or reduce other tights or obligations of indemnity that would otherwise exist as to a party or person described in this Section A.3.17. Design-Builder shall require its Contractors and Subcontractors to include in their contracts indemnification clauses in favor of the Owners with the indemnification provision above required of the Design-Builder.

§ A.3.17.2 In claims against any person or entity indemnified under this Section A.3.17 by an employee of the Design-Builder, the Architect, a Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section A3.17.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Design-Builder, the Architect or a Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts.

ARTICLEA.4 DISPUTERESOLUTION

§ A.4.1 CLAIMS AND DISPUTES

The parties expressly agree to opt out of the requirements of Section 558.005, Florida Statutes. The

provisions of Chapter 558 shall not apply to thisAgreement.

§ A.4.1.1Definition.A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Design- Build Contract terms, payment of money, extension of time or other relief with respect to the terms of the Design-Build Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Design-Build Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.

§ A.4.1.2Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the other party,

§ A.4.1.3 Continuing Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section A.9.7.1 and Article A.14, the Design-Builder shall proceed diligently with performance of the Design-Build Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents.

§ A.4.1.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially' from those indicated in the Design-Build Documents or tests or reports, including geotechnical tests and reports, furnished to Design-Builder by Owner or tests or reports, including geotechnical tests and reports, or observations carried out by Design-Builder as part of the preconstruction Agreement between Design-Builder and Owner or (2) unknown

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physical conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents or tests or reports, including geotechnical tests and reports, furnished to Design-Builder by Owner or tests, reports, including geotechnical tests and reports, Or observations carried out by Design-Builder as part of the preconstruction Agreement between Design-Builder and Owner; then the observing party shall give notice to the other party promptly before conditions are disturbed and in no event later than 5 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Design-Builder's cost of the Work, shall negotiate with the Design-Builder an equitable adjustment in the Contract Sum. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Design-Build Contract is justified, the Owner shall so notify the Design-Builder in writing, stating the reasons. Claims by the Design-Builder in opposition to such determination must be made within 5 days after the Owner has given notice of the decision. If the conditions encountered are materially different, the Contract Sum shall be equitably adjusted, but if the Owner and Design-Builder cannot agree on an adjustment in the Contract Sum, the adjustment shall proceed pursuant to Section A.7.3.6.

§ A.4.1.5Claimsfor Additional Cost ofthe Design-Builder wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an. emergency endangering life or property arising under Section A.10.6, provided, however, Design-Builder shall provide prompt written notice as soon as practicable after the occurrence of the emergency giving rise to such Claim.

§ A.4.1.6Ifthe Design-Builder believes additional cost is involved for reasons including but not limited to (1) an order by the Owner to stop the Work where the Design-Builder was not at fault, (2) a written order for the Work issued by the Owner, (3) failure of payment of undisputed amounts by the Owner, (4) termination of the Design-Build Contract by the Owner, (5) Owner's suspension or (6) other reasonable grounds permitted by this Pat12 Agreement, Claim shall be filed i11accordance with this Section A.4.1.

§ A.4.1.7Claimsfor Additional Time

§ A.4.1.7.1 If the Design-Builder wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Design-Builder's Claim shall include an estimate of the time and its effect on the progress of the Work. In the case of a continuing delay, only one Claim is necessary.

§ A.4.1.7.2 Design-Builder expressly assumes the risk of all weather delays of every kind and nature.

§ A.4.1.8Injury or Damage to Person or Property. If either party to the Design-Build Contract suffers injury or damage to person or property because of an act or omission of the other party or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter.

§ A.4.1.9 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed ill a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Design-Builder, the applicable unit prices shall be equitably adjusted.

§ A.4.1.10Claims for Consequential Damages. Design-Builder and Owner waive Claims against each other for the' consequential damages described below arising out of orrelating to the Design-Build Contract. 111ismutual waiver includes:

.1 damages incurred by the Owner for rental expenses, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and

.2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except

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anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages described above due to either party's termination in accordance with Article A.14. Nothing contained in this Section AA.l.10 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents.

§ A.4.1.11Tfthe enactment or revision of codes, laws or regulations or official interpretations which govern the Project cause an increase or decrease of the Design-Builder's cost of performance of the Work, the Design-Builder shall be entitled to an equitable adjustment in Contract Sum. If the Owner and Design-Builder cannot agree upon an adjustment in the Contract Sum, the Design-Builder shall submit a Claim pursuant to Section A.4.1.

§ A.4.2 RESOLUTION OF CLAIMS AND DISPUTES

§ A.4.2.1In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design-Builder's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy.

§ A.4.2.2If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice 01" filing deadlines prior to initial resolution of theClaim.

(paragraphs deleted)

ARTICLE A.5 AWARD OF CONTRACTS

§ A.5.1 Unless otherwise stated in the Design-Build Documents or the bidding or proposal requirements, the Design-Builder, as soon as practicable after award of the Design-Build Contract, shall furnish ill writing to the Owner the names of additional persons or entities not originally included in the Design-Builder's proposal or in substitution of a person or entity (including those who are to furnish design services or materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner will promptly reply to the Design-Builder in writing stating whether or not the Owner has reasonable objection to any such proposed additional person or entity. Failure of the Owner to reply promptly shall constitute notice of no reasonable objection. Design-Builder reserves the right to self perform portions of the Work provided that such proposed Scope of Work is approved in writing by Owner prior to commencement of such Work; Owner expressly reserves the right, in its sole discretion, to withhold approval of Scopes of self performed Work proposed by Design-Builder.

§ A.5.2 The Design-Builder shall not contract with a proposed person or entity to whom which the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable objection.

§ A.5.3 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design-Builder shall propose another to whom the Owner has 110 reasonable objection. If the proposed but rejected additional person or entity was reasonably capable of performing the Work, the Contract Sum shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person's or entity's Work. However, no increase in the Contract Sum shall be allowed for such change unless the Design-Builder has acted promptly and responsively in submitting names as required.

§ A.5.4 The Design-Builder shall not change a person or entity previously selected if the Owner makes reasonable objection to such substitute.

§ A.5.5 CONTINGENT ASSIGNMENT OF CONTRACTS

§ A.5.5.1Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner provided that:

.1 assignment is effective only after termination of the Design-Build Contract for any reason

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and only for those agreements which the Owner accepts by notifying the contractor in writing; and

.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the

Design-Build Contract.

§ A.8.5.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Contractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension.

§ A.5.6 All of Design-Builder's contracts and subcontracts shall: (1) provide that Owner will be an additional indemnified party of the contract to the same extent Design-Builder is indemnified by the other party, (2) provide that Owner will be an additional insured on all insurance policies required to be provided by the other party except for any workers' compensation and professional liability policies, and (3) require Owner to be identified as an additional obligee 011 all bonds provided by the other party.

ARTICLE A.6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

§ A.6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

§ A.6.1:1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces and to award separate contracts in connection with other portions of the Project or other construction or operations on the site. The Design-Builder shall cooperate with the Owner and separate contractors whose work might interfere with the Design-Builder's Work. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design-Builder shall make such Claim its provided in Section A,4.1.

§ A.8.1.2 The term "separate contractor" shall mean any contractor retained by the Owner pursuant to Section A.6.l. L

§ A.6.1.3 The Owner shall provide for coordination of the activities of tile Owner's own forces and of each separate contractor with the work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Design-Builder shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used. by the Design-Builder, separate contractors and the Owner until subsequently revised.

§ A.6.2 MUTUAL RESPONSIBILITY

§ A.6.2.1 The Design-Builder shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities and shall connect and coordinate the Design-Builder's construction and operations with theirs as required by the Design-Build Documents.

§ A.8.2.2 If part of the Design-Builder's Work depends for proper execution or results upon design, construction or operations by the Owner or a separate contractor, the Design-Builder shall, prior to proceeding with that portion of the Work, promptly report to the Owner apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Design-Builder so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially Completed construction is fit and proper to receive the Design-Builder's Work, except as to defects not then reasonably discoverable.

§ A.6.2.3 The Owner shall be reimbursed by the Design-Builder for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Design-Builder. The Owner shall be responsible to the Design-Builder for costs incurred by the Design-Builder because-of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor.

§ A.6.2.4 The Design-Builder shall promptly remedy damage wrongfully caused by the Design-Builder to completed or partially completed construction or to property of the Owner or separate contractors.

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§ A.6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described in Section A3.13.

§ A.6.3 OWNER'S RIGHT TO CLEAN UP

§ A.6.3.1 If a dispute arises among the Design-Builder, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Owner shall allocate the cost among those responsible.

ARTICLE A.7 CHANGES IN THE WORK

§ A.7.1 GENERAL

§ A.7.1.1 Changes in the Work may be accomplished after execution of the Design-Build Contract, and without invalidating the Design-Build Contract, by Change Order or Construction Change Directive, subject to the limitations stated in this Article A.7 and elsewhere in the Design-Build Documents.

§ A.7.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. A Construction Change Directive may be issued by the Owner with or without agreement by the Design- Builder.

§ A.7.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Builder shall proceed promptly, unless otherwise provided ill the Change Order or Construction Change Directive.

§ A.7.2 CHANGE ORDERS

§ A.7.2.1 A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following:

.1 a change in the Work;

.2 the amount of the adjustment, if any, in the Contract Sum; and

.3 the extent of the adjustment, if any, in the Contract Time.

§ A.7.2.2 If the Owner requests a proposal for a change in the Work from the Design-Builder and subsequently elects not to proceed with the change, a Change Order shall be issued to reimburse the Design-Builder for any costs incurred for estimating services, design services or preparation of proposed revisions to the Design-Build Documents.

§ A.7.2.3 Methods used in determining adjustments to the Contract Sum may include those listed in Section A.7.3.3.

§ A.7.3 CONSTRUCTION CHANGE DIRECTIVES

§ A.7.3.1 A Construction Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum. The Owner may by Construction Change Directive, without invalidating the Design-Build Contract, order changes in the Work within the general scope of the Design-Build Documents consisting of additions, deletions or other revisions, the Contract Sum being adjusted accordingly.

§ A.7.l.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order.

§ A.7.l.3 If the Construction Change Directive provides for an adjustment to the Contract Sum or Contract Time, or both, the adjustment shall be based on all of the following methods:

.1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;

.2 unit prices stated in the Design-Build Documents or subsequently agreed upon, or equitably adjusted as provided ill Section AA.I.9;

.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or

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.4 as provided in Section A.7.3.6.

§ A.7.l.4 Upon receipt of a Construction Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design-Builder's agreement ordisagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum.

§ A.7.l.S A Construction Change Directive signed by the Design-Builder indicates the agreement of the Design-Builder therewith, including adjustment in Contract Sum orthe method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.

§ A.7.3.6Ifthe Design-Builder does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Owner on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Section A.7.3.3.3, the Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section A.7.3.6 shall be limited to the following:

.1 additional costs of professional services;

.2 costs of labor, including social security, old age and unemployment insurance, fringe benefits required

by agreement orcustom, and workers' compensation insurance;

.3 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;

.4 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the

Design-Builder or others;

.5 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the

Work; and

.6 additional costs of supervision and field office personnel directly attributable to the change.

§ A.7.3.7 The amount of credit to be allowed by the Design-Builder to the Owner fur a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance fur overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.

§ A.7.3.S Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not ill dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. For any portion of such cost that remains in dispute, the Owner shall make an interim determination for purposes of monthly. payment for those costs. That determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of the Design-Builder to disagree and assert a Claim in accordance with Article A.4.

§ A.7.3.9 When the Owner and Design-Builder reach agreement concerning the adjustments in the Contract Sum and Contract Time, 01.' otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order.

§ A.7.4MINOR CHANGES IN THE WORK

§ A.7 .4.1 The Owner shall have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Design-Build Documents. Such changes shall be effected by written order and shall be binding on the Design-Builder. The Design-Builder shall carry out such written orders promptly.

ARTICLE A.8 TIME

§ A.8.1 DEFINITIONS

§ A.B.1.1 Unless otherwise provided, Contract Time is the period of 'time, including authorized adjustments allotted in the Design-Build Documents for Substantial Completion of the Work.

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§ A.8.1.2 The date of commencement of tile Work shall be the date stated in the Agreement unless provision is made for the date to be fixed in a notice to proceed issued by the Owner,

§ A.8.1.3The date of Substantial Completion is the date determined by the Owner in accordance with Section A,9.8.

§ A.8.1.4 The term "day" as used in the Design-Build Documents shall mean calendar day unless otherwise specifically defined.

§ A.8.2 PROGRESS AND COMPLETION

§ A.8.2.1 Time limits stated in the Design-Build Documents are of the essence of the Design-Build Contract. By executing the Design-Build Contract. the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work and understands how critical it is to Owner that the Work be completed within the Contract Time.

§ A.8,2.2 The Design-Builder shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence construction operations on the site or elsewhere prior to the effective date of insurance required by Article A.11 to be furnished by the Design-Builder and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Design-Build Documents or a notice to proceed given by the Owner, the Design-Builder shall notify the Owner ill writing not less than five days or other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests.

§ A.8.2.3 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial

Completion within the Contract Time.

§ A.8.3 DELAYS AND EXTENSIONS OF TIME

(Paragraphs deleted)

§ A.8.3.1 Subject to the provisions of Section A4.1.5 above, if the Design-Builder is delayed at any time in the commencement or progress of the Work by act or neglect of the Owner, of a separate contractor employed by the Owner, or by changes in the Work ordered by Owner, or by delay authorized by the Owner pending resolution of disputes pursuant to the Design-Build Documents, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner may determine. Design-Builder acknowledges and agrees that in no event shall it be entitled to claim a delay in its performance hereunder or any adjustment to the Contract Sum or extension in the Contract Time as a result of the anticipated demobilization and remobilization sequencing of the Work in order for Owner to host the Events as called for in Section 3.3 of the Agreement.

§A.B.3.2 Claims relating to time shall be made in accordance with applicable provisions of'Seetion A.4.1.7.

§A.B.3.3 Provided as a condition precedent that provision is made in writing and specifically agreed to by the parties. this Section A.8.3 does not preclude recovery of damages for delay by either party under and subject to the other provisions of the Design-Build Documents.

§ A.B.3,4 The Design-Builder's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project and in accordance with Design-Builder's initial contract Baseline Schedule attached hereto as Exhibit "B” and the more detailed and complete project schedule to be developed and updated by Design-Builder as set forth herein and in attached Exhibit "B", The construction and project schedules may be adjusted, if necessary, and to the extent the Critical Path or Critical Activities is changed will be approved by Owner in writing, as the Project proceeds and such approval shall not be unreasonably withheld. These schedules shall include reasonable 1ime periods for the Owner's review for the performance of the Owner's consultants and for approval of submissions by authorities having jurisdiction over the Project Time limits established by these schedules approved by the Owner shall not be exceeded by the Design-Builder or Owner.

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§A.B.3.5 (Intentionally omitted.)

§A.8.3.6 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Partial Completion of Each Phase on or before the required date of the corresponding Event and Substantial Completion of the entire Work within the Contract Time pursuant to the requirement of Exhibit "B", To ensure that Partial Completion of the Work in Each Phase is completed in accordance with the requirements of this Agreement and that Substantial Completion of the entire Work is achieved within the Contract Time, the Design-Builder will deliver to Owner a more complete schedule (Project Schedule) to be developed and updated by Design-Builder as required herein and in attached Exhibit "B". These schedules shall incorporate the impact of any regularly scheduled Event on the progress of the Work. In the event Design-Builder's Project Schedule reflects that the deadlines established in Exhibit "B" are in jeopardy of not being met, unless the delay is caused by the Owner, the Design-Builder will immediately accelerate tile progress of the Work at its sale cost by taking those steps necessary to ensure that the completion dates required herein and in Exhibit "8" are met including, without limitation, working seven days a week and overtime and employing additional employees or subcontractors.

§A,8.3.7 Whenever required by written order of the Owner, the Design-Builder shall delay or suspend the progress of the Work or of any part thereof, for such periods of time as the Owner may require. In such event, Design-Builder shall be entitled to an equitable extension of the Contract Time, but only to the extent that the Contract Time is adversely affected thereby, for a period equivalent to the time lost on the Critical Path or the result of delays to Critical Activities by reason of such order as described in Exhibit "B"; provided, however, in no event shall Design-Builder be entitled to any such extension when the reason for such order is on account of faulty construction or construction methods that endanger the Work, for the anticipated demobilization and remobilization sequencing of the Work or for any other cause due to the fault or neglect of the Design-Builder or anyone for whom it is liable. Such order of the Owner shall not otherwise modify or invalidate in any way any of the provisions of this Contract, and the Design-Builder shall not be entitled to any damages or compensation from the Owner on account of such delay or delays, suspension or suspensions, except as provided below.

§ A,8.3.S “Design-Builder” believes it has been delayed and is entitled to an extension to the Contract Time pursuant to Section A.8.3. the Design-Builder shall submit to the Owner in writing notice of such claim within ten (10) days of the occurrence giving rise to such claim and shall submit to the Owner detailed documentation of any such claim for an extension of the Contract Time, and shall deliver such claim and detailed documents to the Owner within twenty (20) days after the occurrence of the event giving rise the claim.

Any changes in Contract Time approved by Owner shall be incorporated in a Change Order. No changes in Contract Time shall be made for any alterations or additions to the Work which are not demonstrated to impact the Critical Path or Critical Activities as described in Exhibit "B" and provided that an increase in the Contract Time is permitted pursuant to the terms and conditions hereof. The Design-Builder" shall not be entitled to any delay damages or other compensation solely on account of an increase in Contract Time except in accordance with and expressly permitted by the Design-Build Documents. In lieu of granting additional changes in the Contract Time, Owner may at any time, in its sole discretion. elect to accelerate the Work of Design-Builder at Owner's expense. If such election is made by Owner, Design-Builder shall accelerate the Work so that the Contract Time is not extended even if the parties cannot at that time agree on the amount of Design-Builder's compensation for such accelerated Work.

§A.8.3.9 Subject to the provisions of Section A.8.3.8 above, should the Design-Builder be obstructed or delayed in the commencement, prosecution or completion of any part of the Work by any act or delay of the Owner; or by any acts or neglect by any separate contractor engaged by the Owner; or by riot;insurrection, war (excluding invasions, civil disturbances and wars in the Middle East), pestilence, fire, earthquakes, epidemics; or through any act, default or delay of other parties under contract with the Owner; then the Contract Time for the Work so delayed shall be extended for a period equivalent to the time lost on the Critical Path as described in Exhibit "B". Such allowance shall not be made unless a notice of claim for extension of time is made by the Design-Builder to the Owner in writing within ten (10) days

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from the time when the alleged cause for delay occurs and a detailed claim with supporting documents is submitted to the Owner ten (to) days thereafter. In lieu of granting additional changes in the Contract Time, Owner may, at any time in its sole discretion, elect to accelerate the Services and Work of Design-Builder at Owner's expense. If such election is made by Owner and Owner issues a Construction Change Directive. Design-Builder shall accelerate the Services and Work so that the Contract Time is not extended even if the parties cannot at that time agree on the amount of Design-Builder's compensation for such accelerated Services and Work.

§ A.8.3.10 [t is further expressly agreed that the Design-Builder shall not be entitled to any damages or compensation from the Owner on account of any delays resulting from any of the causes specified above except those circumstances where expressly allowed by other provisions of the Design-Build Documents and then only to the extent such delays are caused by act or neglect of Owner (including work stoppage as described in Section 14.1.1.3and Section 14.1.1.4) or by parties under contract with the Owner, in which circumstances the Design-Builder shall be entitled to the following delay damages only (1) for Design-Builder's actual costs of increased direct jobsite wages resulting from the extended completion date caused by Owner; and (2) for extra premiums 011 bonds actually paid by the Design-Builder on account of the additional time required to complete all Work hereunder. Any change in the Contract Time resulting from any claims for delays shall be incorporated in a signed Change Order upon approval of the change by the Owner.

§ A.B.3.11 Notwithstanding the foregoing or anything in the Design-Build Documents to the contrary, Design-Builder expressly assumes the risk for all weather delays of every kind and nature.

§ A.8.3.12 The Design-Builder shall notify the Owner when the Design-Builder believes that the Work or any agreed upon Phase of the Work is partially orsubstantially completed as required by Exhibit "B", If the Owner concurs, the Design-Builder shall issue either a status report (with respect to a partially completed Phase) or a Certificate of Substantial Completion (with respect to the entire Work) which shall establish the Date of Partial or Substantial Completion for that portion of the Work or Phase or Substantial Completion of the entire Work, as appropriate, shall state the responsibility of each party for security, maintenance, heat, utilities, damage to the portion of the Work or Phase or entire Work and insurance, shall include a list of items to be completed orcorrected and shall fix the time within which the Design-Builder shall complete items listed therein,

ARTICLE A.9 PAYMENTS AND COMPLETION

§ A.9.1 CONTRACT SUM

§ A.9.1.1 The Contract Sum is stated in the Design-Build Documents and, including authorized adjustments, is the total amount payable by the Owner to the Design-Builder for performance of the Work under the Design-Build Documents.

§ A.9.2 SCHEDULE OF VALUES

§ A.9.2.1 Attached as Exhibit "N" to Addendum #1 is the Design-Builder's initial schedule of values allocated to various portions of the Work. This schedule shall be used as a basis for reviewing the Design-Builder's Applications for Payment. The schedule of values shall be updated periodically with written consent of the Owner to reflect changes in the allocation of the Contract Sum.

§ A.9.3 APPLICATIONS FOR PAYMENT

§ A.9.3.1 At least ten days before the date established for each progress payment. the Design-Builder shall submit to the Architect and Owner an itemized Application for Payment for operations completed in accordance with the current schedule of values. Such application shall be notarized, if required, and supplied by such data substantiating the Design-Builder's right to payment as the Owner may require and reflecting retainage as provided for in the Design-Build Documents:

§ A.9.3.1.1 As provided in Section A.7.3.8, such applications may include requests for payment on account of Changes ill the Work which have been properly authorized by Construction Change Directives but are not yet included in Change Orders.

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§ A.9.3.1.2 Such applications may not include requests for payment for portions of the .Work for which the Design-Builder does not intend to pay to a Contractor or material supplier or other parties providing services for the Design-Builder, unless such Work has been performed by others whom the Design-Builder intends to pay.

§ A.9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, which approval will not be unreasonably withheld, conditioned or delayed, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon -in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site.

§ A.9.3.3 The Design-Builder warrants that title to all Work other than Instruments of Service covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design-Builder's knowledge, information and belief, be free and clear of liens, Claims, security interests or encumbrances in favor of the Design-Builder, Contractors, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials and equipment relating to tile Work.

§ A.9.4ACKNOWLEDGEMENT OF APPLICATION FOR PAYMENT

§ A.9.4.1 The Owner shall, within seven days after receipt of the Architect's Certification following the Design-Builder's Application for Payment, issue to the Design-Builder a written acknowledgement of receipt of the Design-Builder's Application for Payment indicating the amount the Owner has determined to be properly due and, if applicable, the reasons for withholding payment in whole or in part. The Owner shall not unreasonably withhold, condition or delay its acknowledgement of and action on Design-Builder's Application for Payment.

applicable, the reasons for withholding payment in whole or in part. The Owner shall not unreasonably withhold, condition or delay its acknowledgement of and action on Design-Builder's Application for Payment.

§ A.9.5 DECISIONS TO WITHHOLD PAYMENT

§ A.9.5.1 The Owner may withhold a payment in whole or in part to the extent reasonably necessary to protect the Owner due to the Owner's determination that the Work has not progressed to the point indicated in the Application for Payment or that the quality of Work is not in accordance with the Design-Build Documents. The Owner may also withhold a payment or, because of subsequently discovered evidence, may nullify the whole or a part of an Application for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible, including loss resulting from acts and omissions, because of the following:

.1 defective Work not remedied;

.2 third-party claims filed or reasonable evidence indicating probable tiling of such claims unless security

acceptable to the Owner is provided by the Design-Builder;

.3 failure of the Design-Builder to make payments properly to Contractors or for design services labor, materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5 damage to the Owner or a separate contractor;

.6 reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or

.7 persistent failure to' carry out the Work in accordance with the Design-Build Documents.

§ A.9.S.2 When the above reasons for withholding payment are removed, payment will be made fur amounts

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previously withheld.

§ A.9.6 PROGRESS PAYMENTS

§ A.9.6.1 After the Owner has issued a written acknowledgement of receipt of the Architect's Certification as set forth all Exhibit "0" and the Design-Builder's Application fur Payment, the Owner shall make payment of the amount the Owner has approved in the manner and within the time provided in the Design-Build Documents.

§ A.9.6.2 The Design-Builder shall promptly pay the Architect; each design professional and other consultants retained directly by the Design-Builder, upon receipt of payment from the Owner, out of the amount paid to the Design-Builder on account of each such party's respective portion of the Work. the amount to which each such party is entitled.

§ A.9.6.3 The Design-Builder shall promptly pay each Contractor, upon receipt of payment from the Owner, out of the amount paid to the Design-Builder on account of such Contractor's portion of the Work, the amount to which said Contractor is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the Contractor's portion of the Work. The Design-Builder shall, by appropriate agreement with each Contractor, require each Contractor to make payments to Subcontractors ill a similar manner.

§ A.9.6.4 The Owner shall have no obligation to payor to see to the payment of money to a Contractor except as may otherwise be required by law.

§ A.9.S.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections A.9.6.3 and A.9.6.4.

§ A.9.6.6 A progress payment, or partial or entire use or occupancy of the Project by the Owner, shall not constitute acceptance of Work not in accordance with the Design-Build Documents.

§ A.9.6.7 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Design-Builder for Work properly performed by Contractors and suppliers shall be held by the Design-Builder for those Contractors or suppliers who performed Work or furnished materials, or both, under contract with the Design-Builder for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not be commingled with money of the Design-Builder, shall create any fiduciary liability or tort liability on the part of the Design-Builder for breach of trust or shall entitle any person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this provision.

§ A.9.1 FAILURE OF PAYMENT

§ A.9.1.1Tffor reasons other than those enumerated in Section A.9.5.I, the Owner does 110t issue a payment within the time period required by Section 5.1.2 of the Agreement, then the Design-Builder may, upon seven additional days' written notice to the Owner, stop the Work until payment of the undisputed amount owing has been received. Ifthe project is shut down the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Design-Builder's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Design-Build Documents.

§ A.9.S SUBSTANTIAL COMPLETION

§ A.9.S.1 Substantial Completion is the stage. in the progress of the Work when the Work ordesignated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or use the Work or a portion thereof for its intended use.

§ A.9.S .2 When the Design-Builder considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents.

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§ A.9.B.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner's inspection discloses any item, whether or not included on the Design-Builder's list. which is not substantially complete, the Design-Builder shall complete or correct such item. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine whether the Design-Builder's Work is substantially complete.

§ A.9.S.4 In the event of a dispute regarding whether the Design-Builder's Work is substantially complete, the dispute shall be resolved pursuant to Article A.4.

§ A.9.S.S When the Work or designated portion thereof is substantially complete, the Design-Builder shall prepare for the Owner's signature an Acknowledgement of Substantial Completion which, when signed by the-Owner, shall establish (1) the date of Substantial Completion of the Work, (2) responsibilities between the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Work and insurance, and (3) the time within which the Design-Builder shall finish all items on the list accompanying the Acknowledgement. When the Owner's inspection discloses that the Work; or a designated portion thereof is substantially complete, the Owner shall sign the Acknowledgement of Substantial Completion. The Owner shall not unreasonably withhold, condition or delay its acknowledgement of Substantial Completion. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Acknowledgement of Substantial Completion,

§ A.9.S.SUpon execution of the Acknowledgement of Substantial Completion and consent of surety, if any, the Owner shall make payment of retain age applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Design-Build Documents.

§ A.9.9 PARTIAL OCCUPANCY OR USE

§ A.9.9.1 The Owner may occupy or use any completed or partially completed Phase of the Work at any stage, provided such occupancy or use is consented to by the insurer, if so required by the insurer, and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the Phase is substantially complete. When the Design-Builder considers a Phase substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Sections A.8.3.12 and A.9.8.2. The stage of the progress

of the Work shall be determined by written agreement between the Owner and Design-Builder,

§ A.9.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the area to be occupied or portion of the Work to be used to determine and record the condition of the Work.

§ A.9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Design-Build Documents.

§ A.9.10 FINAL COMPLETION AND FINAL PAYMENT

§ A~9.10.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment and Certification of Architect that the Work is in conformance with the Contract Documents; the Owner shall promptly make such inspection and, when the Owner finds the Work acceptable under the Design-Build Documents and fully performed, the Owner shall, subject to Section A.9, 10.2, promptly make final payment to the Design-Builder.

§ A.9.10.2 Neither final payment nor any remaining retained percentage will become due until the Design-Builder submits to the Owner Certificate of Architect and Design-Builder required by Section A.9.10.1, the documents required by Section 5.5.2 of the Agreement and (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied,

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(2) a certificate evidencing that insurance required by the Design- Build Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period required by the Design-Build Documents, (4) consent of surety to final payment, and (5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Design-Build Contract, to the extent and in such form as may be designated by the Owner. If a Contractor refuses to furnish a release or waiver required by the Owner, the Design-Builder may furnish a bond satisfactory to the Owner to indemnity the Owner against such lien. If such lien remains unsatisfied after payments are made, the Design-Builder shall refund to the Owner all money that the Owner may be liable to pay in connection with the discharge of such lien, including all costs and reasonable attorneys' fees.

§ A.9.10.3 If, after the Owner determines that the Design-Builder's Work or designated portion thereof is substantially completed, final completion thereof is materially delayed through no fault of the Design-Builder or by issuance or a Change Order or a Construction Change Directive affecting final completion, the Owner shall, upon application by the Design-Builder, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Design-Build Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design-Builder. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims.

§ A.9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from:

.1 liens, Claims, security interests or encumbrances arising out of the Design-Build Documents and

unsettled;

.2 failure of the Work to comply with the requirements of the Design-Build Documents; or

.3 terms of special warranties required by the Design-Build Documents.

§ A.9.10.5 Acceptance of final payment by the Design-Builder, a Contractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE A.10 PROTECTION OF PERSONS AND PROPERTY

§ A.10.1 SAFETY PRECAUTIONS AND PROGRAMS

§ A.10.1.1 The Design-Builder shall be responsible for initiating and maintaining all safety precautions and programs in connection with the performance of the Design-Build Contract.

§ A,i0.2 SAFETY OF PERSONS AND PROPERTY

§ A,10.2.1 The Design-Builder shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to:

.1 employees on the Work and other persons who may be affected thereby;

.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site or under the care, custody or control of the Design-Builder or' the Design-Builder's Contractors, Subcontractors or Sub-Subcontractors;

.3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction; and

.4 all property and improvement subject to the Contract prior to Substantial Completion. Until Substantial Completion, the Design-Builder is responsible for all damage to the property and its improvements.

§ A.10.2.2 The Design-Builder shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.

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§ A.10.2.3 The Design-Builder shall erect and maintain, as required by existing conditions and performance of the Design-Build Documents, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

§ A.10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Design-Builder shall exercise utmost care and carryon such activities under supervision of properly qualified personnel.

§ A:10.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or toss insured under property insurance required by the Design-Build Documents) to property referred to in Sections A, 10.2.1.2 and A.10.2.1.3 caused in whole or in part by the Design-Builder. the Architect, a Contractor, a Subcontractor, or anyone directly or indirectly employed by any of them or by anyone for whose acts they may be liable and fur which tile Design-Builder is responsible under Sections A,10.2.I.2 and A, 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design-Builder's obligations under Section A,3.17.

§ A.1 0.2.6 The Design-Builder shall designate in writing to the Owner a responsible individual whose duty shall be the prevention of accidents. This person shall be theDesign-Builder's superintendent unless otherwise designated by the Design-Builder in writing to the Owner.

§ A.10.2.7 The Design-Builder shall not load or permit any part of tile construction or site to be loaded so as to endanger its safety.

§ A.10.2.S The Design-Builder shall protect adjoining private or municipal property and shall provide barricades, temporary fences, and covered walkways required to protect the safety of passers-by, as required by prudent construction practices, local building codes, ordinances or other laws, or the Contract Documents.

§ A.10.2.9 The Design-Builder shall maintain Work. materials and apparatus free from injury or damage from rain, wind, storms, frost or heat. If adverse weather makes it impossible to continue operations safely in spite of weather precautions, the Design-Builder shall cease Work and notify the Owner and the Architect of such cessation. The Design-Builder shall not permit open fires on the Project site.

§ A.10.2.10 In addition to its other obligations pursuant to this Article A.10, the Design-Builder shall, at its sole cost and expense, promptly repair any damage or disturbance to walls, utilities, sidewalks, curbs and the property of third parties (including municipalities) resulting from the performance of the Work, whether by it or by its subcontractors at any tier. The Design-Builder shall maintain streets in good repair and traversable condition.

§ A.10.3 HAZARDOUS MATERIALS

§ A.tO.3.t If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons

resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner in writing.

§ A.I0.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Design-Builder shall promptly reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has au objection to a person or entity

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proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, work in the affected area shall resume upon written agreement of the Owner and Design-Builder. If the material or substance was not known by Design-Builder or disclosed in the Design-Build Documents or any of the reports and surveys provided to or reviewed by Design-Builder prior to execution of the Agreement or otherwise was not discovered by Design-Builder prior to execution of the Agreement, then the Contract Time shall be extended appropriately, and the Contract Sum shall be increased in the amount of the Design-Builder's reasonable and direct additional costs of shutdown, delay and start-up, which adjustments shall be accomplished as provided in Article A.7.

§ A.I0.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Design-Builder, Contractors, Subcontractors, Architect, Architect's consultants and the agents and employees of any of them from and against Claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact (i) the material or substance exists on site as of the date of the Agreement, (ii) the material or substance was not known by Design-Builder or is not disclosed in the Design-Build Documents or any of the reports and surveys provided to or reviewed by Design-Builder prior to execution of the Agreement or otherwise was not discovered by Design-Builder prior to execution of the Agreement, and (iii) presents the risk of bodily injury or death as described in Section A.I0.3.1 and has not been rendered harmless, but only to the extent that such Claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death or to injury to or destruction of tangible property (other than the Work itself) and only to the extent that such damage, loss or expense is not due to the negligence or wrongful act of the Design-Builder, Contractors, Subcontractors, Architect, Architect's consultants and the agents and employees of any of them.

§ A.I0.3.4 If any of the indemnification provisions recited in this Agreement and/or the General Conditions are deemed to fall within the provisions of the indemnity statutes of the state where the project is located, then the extent of indemnification for each of those provisions under this Agreement and/or the General Conditions shall each be limited to the sum of fifty million dollars ($50,000,000.00) or the policy limits of Design-Builder's liability and excess liability insurance policies, whichever is greater. It is further acknowledged and agreed that this provision is hereby incorporated into and shall constitute part of the project specifications and bid documents. The parties further agree that $1.000.00 of the Contract Sum shall constitute consideration for the indemnity obligation set forth herein.

§ A.10A The Owner shall not be responsible under Section A.IO,3 for materials and substances brought to the site by the Design-Builder and Design-Builder shall indemnify the Owner fur any cost and expense the Owner incurs (1) fur remediation associated with any material or substance the Design-Builder brings to the site, or (2) where the Design-Builder fails to perform its obligations under Section AlO.3.I.

§ A.10.8 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable fur the cost of remediation of a hazardous material or substance solely by reason of performing Work where the hazardous materials were on the site prior to Commencement of this Agreement, the Owner shall indemnify the Design-Builder for all cost and expense thereby incurred,

§ A.1 0.6 EMERGENCIES

§ A.10.M In an emergency affecting safety of persons or property, the Design-Builder shall act, at the

Design-Builder's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Design-Builder on account of an emergency shall be determined as provided in Section AA. L 7 and Article A7.

ARTICLE A.11 INSURANCE AND BONDS

§ A.11.1 Except as may otherwise be set forth in the Agreement or elsewhere in the Design-Build Documents, the Owner and Design-Builder shall purchase and maintain the following types of insurance with limits of liability and deductible amounts and subject to such terms and conditions, as set forth in this Article A.11.

§ A.11.2 DESIGN-BUILDER'S LIABILITY INSURANCE

§ A.11.2.1 The Design-Builder shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located and acceptable to Owner such

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insurance as will protect the Design-Builder and all Additional Insureds (as such term is defined below) from claims set forth below that may arise out of or result from the Design-Builder's operations under the Design-Build Contract and for which the Design-Builder may be legally liable, whether such operations be by the Design-Builder, by a Contractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

.1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed;

.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Design-Builder's employees;

.3 claims for damages because of bodily injury, sickness or disease, or death of any person other than the Design-Builder's employees;

.4 claims for damages insured by usual personal injury liability coverage;

.5 claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom;

.6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership. maintenance or use of a motor vehicle;

.7 claims for bodily injury or property damage arising out of completed operations; and

.8 claims involving contractual liability insurance applicable to the Design-Builder's obligations under Section A.3.17.

Daytona International Speedway, LLC, its parent, related or affiliated companies and their respective shareholders, officers, directors, agents, members, employees, subsidiaries, trustees, receivers. successors, arid assigns; the Daytona Beach Racing & Recreational Facilities District; City of Daytona Beach; and County of Volusia ("Additional Insureds") shall be named as additional insureds on all insurance policies of Design-Builder, its Contractors and Subcontractors, except for Design-Builder's workmen's compensation and professional liability insurance policies.

§ A.11.2.2 The insurance required by Section A.I1.2.1 shall be written for not less than limits of liability specified in the Design-Build Documents or required by law, whichever coverage is greater, but in any event, the following minimum coverages and conditions are required: Design-Builder shall furnish upon acceptance of the contract an occurrence form, one million dollars ($1,000,000.00) per occurrence; four million dollars ($4,000,000.00) general aggregate combined single limit, commercial general liability policy; including, but not limited to, independent contractors and products and completed operations coverage plus Excess Liability Insurance of fifty million dollars ($50,000,000.00) combined single limit. A one million dollar ($1,000,000.00) per' occurrence, combined single limit business auto policy covering all owned and non-owned autos used by the Design-Builder is required. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. Design-Builder shall maintain, at its own expense, Workers' Compensation Insurance in the amount of the statutory maximum with an employer's liability coverage limit of at least one million dollars ($1,000,000.00). Prior to commencement of the Work, Design-Builder will implement a Contractor Controlled Insurance Program ("CCIP") which will at a minimum satisfy the general liability and workers' compensation insurance requirements herein, which will cover Design-Builder, as well as all of Design-Builder's Contractors and Subcontractors, of all tiers, to the extent such entity is enrolled in the CCIP. If' Design-Builder's Architect, Contractor or Subcontractor, of any tier, is not enrolled in the CCIP, such entity will be required to maintain the same minimum insurance coverage and limits required of the Design-Builder above or Design-Builder will ensure that such entity is covered by Design-Builder's insurance. Prior to commencement of tile Work, Design-Builder shall provide Owner with the CCIP manual with respect to insurance for Owner's review and comments.

As a condition precedent to this Contract, Design-Builder shall have professional liability insurance as provided for herein or Design-Builder shall enter into an Agreement for Professional Liability Insurance which shall require the Architect or Engineer hired by Design-Builder for Design Services to have professional liability insurance in the same amount as set forth in this paragraph. Said Agreement for Professional Liability Insurance shall specify that Owner is a Third Party Beneficiary of the Architect or Engineer's Professional Liability Insurance policy. The minimum Professional Liability Insurance requirements are those listed in the attached Exhibit "I" and incorporated herein by reference. Design-Builder's Professional Liability

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Insurance in the amount of five million dollars ($5,000,000.00) (subject to the terms and conditions of each policy) with all coverage retroactive to the earlier of the date of this Agreement and the initial commencement of Design-Builder's services in relation to the Project) covering personal injury, bodily injury and property damages, said coverage to be maintained for a period of three (3) years after the date of final payment hereunder. Owner shall have the option, at Owner's expense, to require Design-Builder to increase its professional liability insurance to limits desired by Owner provided that such insurance is available to Design-Builder or its Architect and/or Engineer and Owner pays additional premiums over and above the five million dollar ($5,000,000.00) policy limits.

§ A.11.2.3 Design-Builder shall provide to Owner a Certificate of Insurance and an additional insured endorsement. for the additional insureds listed in this Section A.11 prior to commencement of the Work. The insurance policies required by this Section A.l1.2 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment, evidence of continuation of such coverage shall be submitted with the application for final payment. Information concerning reduction of coverage shall be furnished by the Design-Builder with reasonable promptness in accordance with the Design-Builder's information and belief.

§A.ll.2.4 Design-Builder's liability insurance required by this Agreement shall include. in addition to the coverages described in this Section A.II.2, all claims that may arise out of or result from the Design-Builder's operations and premises under the care, custody or control of Design-Builder. At a minimum of fourteen (14) days prior to each Event listed in Exhibit "B", Design-Builder shall provide to Owner in writing general descriptions of and drawings identifying the Premises which Design-Builder will control during the Events listed on Exhibit "B". If more detailed information is requested by Owner or its insurer, Design-Builder shall provide supplemental information to Owner prior to commencement of each such Event.

§ A.11.3 OWNER'S LIABILITY INSURANCE

§ A.11.3.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance including liability insurance for (a) the Events listed in Exhibit "B" and (b) the premises within the care, custody and control of the Owner.

§ A.11.4PROPERTY INSURANCE

§ A.11.4.1 Design-Builder shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk, "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus the value of subsequent Design-Build Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis. Such property insurance shall be maintained, unless otherwise provided in the Design-Build Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, W1tiI substantial completion. This insurance shall include interests of the Owner, Contractors and Subcontractors as additional insureds. Daytona International Speedway, LLC, its parent, related or affiliated companies and their respective shareholders, officers, directors, agents, members, employees, subsidiaries, trustees, receivers, successors, and assigns; the Daytona Beach Racing & Recreational Facilities District; City of Daytona Beach; and County of Volusia ("Additional Insureds") shall be named as additional insureds on all insurance policies.

§ A.11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious. mischief, collapse, earthquake; flood; windstorm, falsework, testing and startup, temporary buildings and debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Design-Builder's services and expenses required as a result of such insured loss.

§ A.11.4.1.2 If the property insurance requires deductibles, the Design-Builder shall pay costs not covered because of such deductibles.

§ A.11.4.1.3 This property insurance shall cover portions of the Work stored off the site and also portions of

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the Work in transit

§ A.11.4.1.4 It is the intent of the parties that at any time between Design-Builder demobilizing and remobilizing to provide access to Owner in order to host an Event as contemplated by the Design-Build Documents the builder's risk property insurance to be provided by Design-Builder pursuant to this Section A.l1.4 shall provide primary coverage. At all times during the course of the Project, including any period of time Owner has taken occupancy of the Project in order to host an Event as contemplated by the Design-Build Documents, Design-Builder's builder's risk property insurance shall continue to provide coverage on a primary and non-contributory basis as to those areas of the Project within the Design-Builder's care, custody and control.

(Paragraph deleted)

§ A.11.4.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Design-Build Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Design-Builder, Contractors and Subcontractors in the Work, and the Owner and Design-Builder shall be named insureds.

§ A.11.4.3 (Intentionally omitted.)

§ A.11.4.4 If the Owner requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy. the Design-Builder shall, if possible, include such insurance, and the cost thereof shall he charged to the Owner by appropriate Change Order.

§ A.11.4.S If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section A.ll.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate policies shall provide this waiver of subrogation by endorsement or otherwise.

§ A.11.4.6 Design-Builder shall provide Owner with a Certificate of Insurance for the Builder's Risk coverage. Upon request of Owner. a copy of such policy shall be provided. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire and that its limits will not be reduced until at least 30 days' prior written notice has been given to the Design-Builder.

§ A.11.4.7 Waivers of Subrogation. The Owner and Design-Builder waive all rights against each other and any of their consultants, separate contractors described in Section A.G.l, if any, Contractors, Subcontractors, agents and employees, each of the other, and any of their contractors, subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section A.11.A or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary, The Owner or Design-Builder, as appropriate, shall require of the separate contractors described in Section A.6.1, if any, and the Contractors, Subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual at otherwise, even though the person or entity did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

§ A.11.4.S A loss insured under Design-Builder's property insurance shall be adjusted by the Design-Builder and made payable to the Design-Builder for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section A.II.4.lO. The Design-Builder shall pay Contractors their just shares of insurance proceeds received by the Design-Builder, and, by appropriate agreements. written

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where legally required for validity, shall require Contractors to make payments to their Subcontractors in similar manner.

§ A.11.4.9 The Design-Builder shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after the Owner's notification of intent to exercise of this power to the Design-Builder's exercise of this power.; The Design-Builder shall, in the case of a decision or award, make settlement with insurers in accordance with directions of a decision or award. If distributionof insurance proceeds by arbitration is required, the arbitrators will direct such distribution.

(Paragraph deleted)

§ A.11.5 PERFORMANCE BOND AND PAYMENT BOND

§ A.11.5.1 The Design-Builder shall furnish to Owner and keep in force during the term of the Contract performance and labor and material payment bonds guaranteeing that the Design-Builder will perform its obligations under the Contract Documents and will pay for all labor and materials furnished for the Work. Such bonds shall be issued in a form and by a surety reasonably acceptable to the Owner, shall be submitted to Owner for approval as to form, shall name the Owner and its lender, if any, as obligees and shall be in an amount equal to at least 100% of the Contract Sum. The Design-Builder shall deliver the executed, approved bonds to the Owner within seven days after the notice to proceed is issued by Owner to Design-Builder. The Design-Builder shall provide to Owner Performance Bond and Payment Bond in the form attached hereto as Exhibit "H'.

§ A.U.S.2 Owner shall be an additional or dual Obligee on all Contractor and Subcontractor Performance and Payment Bonds; Design-Builder shall provide Owner with copies of all Contractor and Subcontractor Bonds and Dual Obligee Riders within 20 days after issuance of same.

ARTICLE A.12 UNCOVERING AND CORRECTION OF WORK

§ A.12.1 UNCOVERING OF WORK

§ A.12.1.1 If a portion of the Work is covered contrary to requirements specifically expressed in the Design-Build Documents, it must be uncovered for the Owner's examination and be replaced at the Design-Builder's expense without change in the Contract Time,

§ A.12.1.2 If a portion of the Work has been covered which the Owner has not specifically requested to examine prior to its being covered, the Owner may request to see such Work and it shall be uncovered by the Design-Builder. If such Work is in accordance with the Design-Build Documents, costs of' uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Design-Build Documents, correction shall be at the Design-Builder's expense unless the condition was caused by the Owner or a separate contractor, in which event the Owner shall be responsible for payment of such costs.

§ A.12.2CORRECTION OF WORK

§ A.12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION.

§ A.12.2.1.1 The Design-Builder shall promptly correct Work rejected by the Owner for failing to conform to the requirements of the Design-Build Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing, shall be at the Design-Builder's expense. If the Design-Builder defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within forty-eight (48) hours after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Design- Builder, the costs of correcting such deficiencies. If the payments then or thereafter due the Design-Builder are not sufficient to cover the amount of the deduction, the Design-Builder shall pay the difference to the Owner.

§ A.12.2.1.2 The Design-Builder understands and agrees that corrective work and warranty work must be performed within 48 hours of notice from the Owner. If, in the opinion of Owner, the corrective and/or warranty work cannot be accomplished in sufficient time under contract specifications due to curing, testing,

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inspections or otherwise to meet Owner's requirements to prepare for and/or run scheduled events, then corrective and/or warranty work shall be accomplished on an emergency basis utilizing corrective specifications and/or procedures acceptable to the Owner to correct, repair and/or replace deficient and/or non-conforming Workirrespective of whether the corrective measures

are consistent with the initial contract plans and specifications. If the corrections are not completed within 48 hours of Owner's Notice, Owner may in its sole discretion complete or contract to complete the work necessary to correct or replace the deficient and/or non-conforming work and may use whatever means, methods, procedures and specifications are necessary or desirable to correct or replace the non-conforming or deficient work even though the Owner chosen method of correction or replacement is more expensive than the initially specified work. This provision supersedes all other provisions of the contract and the Design-Builder waives all other notices, rights and options inconsistent with this provision.

§ A.12.2.1.3 In the event that Design-Builder fails to timely take corrective action, Owner may correct, remove and/or replace the non-conforming work at Design-Builder's expense using the specified materials or such other materials which the Owner, in its sale discretion, deems appropriate to insure that scheduled events and other related events will not be delayed or canceled. Design-Builder recognizes the adverse economic impact on Owner in the event that events are delayed or canceled and therefore waives the right to contest Owner's corrective costs and the means, methods, procedures and materials used, to remove, repair and/or replace the non-conforming work. All warranties of Design-Builder shall remain in full force and effect upon completed work and corrected or replaced work.

§ A.12.2.2 AFTER SUBSTANTIAL COMPLETION

§ A.12.2.2.1 In addition to the Design-Builder's obligations under Section A.3.5, if, within one year after the date of Substantial Completion of all of the Work (including the last and final phase of the Work) or after the date for commencement of warranties established under Section A.9.8.S or by terms of an applicable special warranty required by the Design-Build Documents, any of the Work is found to be not in accordance with the requirements of the Design-Build Documents, the Design-Builder shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Design-Builder and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty. If the Design-Builder fails to correct non-conforming Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section A.2.S. The provisions of A.12.2.1.2 and A.12.2. I.3 shall apply to corrective work and warranty work afterSubstantial Completion.

§ A.12.2.2.2 The one-year period Correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work.

§ A.12.2.2.3 The one-year period fur correction of Work shall not be extended by corrective Work performed by the Design-Builder pursuant to this Section A 12.2.

§ A.12.2.3 The Design-Builder shall remove from the site portions of the Work which are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner.

§ A.12.2.4 The Design-Builder shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Design-Builder's correction orremoval of Work which is not in accordance with the requirements of the Design-Build Documents.

§ A.12.2.S Nothing contained in this Section A12.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder might have under the Design-Build Documents. Establishment of the one-year period for correction of Work as described in Section AI2.2.2 relates only to the specific obligation of the Design-Builder to correct the Work, and has no relationship to the time within

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which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically to correct the Work.

§ A.12.3ACCEPTANCE OF NON-CONFORMING WORK

§ A.12.3.1 If the Owner prefers to accept Work not in accordance with the requirements of the Design-Build

Documents, the Owner may db so instead of' requiring its removal and correction, in which case the Contract Sum will be equitably adjusted by Change Order. Such adjustment shall be effected whether or not final payment has been made.

ARTICLEA.13 MISCELLANEOUPSROVISIONS

§ A.13.1GOVERNINGLAW

§ A.13.1.1The Design-Build Contract shall be governed by the law of the place where the Project is located.

§ A.13.2SUCCESSORSAND ASSIGNS'

§ A.13.2.1The Owner and Design-Builder respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party ill respect to covenants, agreements and obligations contained in the Design-Build Documents. Except as provided in Section A.13.2.2, neither party to the Design-Build Contract shall assign the Design-Build Contract as a whole without written consent of the other. If' either patty attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Design-Build Contract.

§ A.13.2.2 The Owner may, without consent of the Design-Builder, assign the Design-Build Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Design-Build Documents. Tile Design-Builder shall execute all consents reasonably required to facilitate such assignment.

§ A.13.3WRITTENNOTICE

§ A.13.3.1Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if sent by registered or certified mail to the last business address known to the party giving notice.

§ A.13.4RIGHTSAND REMEDIES

§ A.13.4.1 Duties and obligations imposed by the Design-Build Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law.

§ A.13.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Design-Build Documents, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder. except as may be specifically agreed in writing.

§ A.13.5TESTS AND INSPECTIONS

§ A.13.5.1Tests, inspections and approvals of portions. of the Work required by the Design-Build Documents or by laws, ordinances, rules. regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner or with the appropriate public authority. Owner will bear all related costs fur tests, inspections, and approvals for the Threshold Inspections as required by Florida Statute 553.70, Third Party Inspections as defined by Florida Statute 553.791, inspections pursuant to the National Pollutant Discharge Elimination System (NPDES) and Florida Stormwater Pollution Prevention Plan (SWPPP), and materials testing as required by the project manual, plans and specifications. As an exception to this, the Design Builder is responsible for all costs related to pressure testing all water and sewer lines in accordance with the project specifications and bacteriological testing of the potable water lines in accordance with the project specifications and Health Department requirements. The Design-Builder shall give timely notice when and where tests and inspections

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are to be made so that the Owner may be present for such procedures. Owner is entitled to compensation from the Design-Builder for the costs incurred for re-inspections due to failed inspections, and forre-inspections as a result of the work not being ready for inspection at the time of the scheduled inspection.

§ A.13.5.2Ifthe Owner or public authorities having jurisdiction determine that portions of the Work require additional testing. inspection or approval not included under Section A13.5.1, the Owner shall in writing instruct the Design-Builder to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner. and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section A13.5.3, shall be at the Owner's expense.

§ A.13.5.3If such procedures for testing, inspection or approval under Sections A 13.5..1 and A.l3.S.2 reveal failure of the portions of the Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure, including those of repeated procedures, shall be at the Design-Builder's expense.

§ A.13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner.

§ A.13.5.5 If the Owner is to observe tests, inspections orapprovals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing.

§ A.13.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work.

§ A.13.6COMMENCEMENT OF STATUTORY LIMITATION PERIOD

§ A.13.M As between the Owner and Design-Builder:

.1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, ally applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion of all of the Work (including the final phase of the Work);

.2 Between Substantial Completion and Final Application for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of tile final Application for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Application for Payment; and

.3 After Final Application for Payment. As to acts or failures 10 act occurring after the relevant date of issuance of the final Application for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Design-Builder pursuant to any Warranty provided under Section A.3.5, the date of any correction of the Work or failure to correct the Work by the Design-Builder under Section A. 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Design-Builder or Owner, whichever occurs last.

(Paragraph deleted)

§ A.13.7 (Intentionally omitted.)

§ A.1l.8 (Intentionally omitted.}

§ A.1l.9 (Intentionally omitted.)

ARTICLE A.14 TERMINATION OR SUSPENSION OF THE DESIGN-BUILD CONTRACT

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§ A.14.1.1 Upon compliance with the seven day notice of intent to terminate set forth below, the Design-Builder may terminate the Design-Build Contract if the Work is stopped without cause or as otherwise anticipated (except for demobilization and for the Events listed in Exhibit "B") under the Design-Build Documents for a period of 45 consecutive days through no act or fault of the Design-Builder or a Contractor, Subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, for any of the following reasons:

.1 issuance of an order of acourt orother public authority having jurisdiction which requires all Work to be stopped;

.2 an act of government, such as a declaration of national emergency which requires all Work to be stopped;

.3 the Owner has failed to make payment to the Design-Builder in accordance with the Design-Build

Documents; or

.4 the Owner has failed to furnish to the Design-Builder promptly, upon the Design-Builder's request, reasonable evidence as required by Section A.2.2.8.

§ A.14.1.2 Subject to the other terms and conditions of the Design-Build Documents including Sections 3.3, A.8.3, and Events listed in Exhibit "B", the Design-Builder may terminate the Design-Build Contract if, through no act or fault of the Design-Builder or a Contractor, Subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptions of the entire Work by the Owner, as described in Section A.14.3, without cause or as otherwise anticipated under the Design-Build Documents, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ A.14.1.3 If one of the reasons described in Sections A.I 4. 1.1 or A14.1.2 exists, the Design-Builder may, upon seven days' written notice to the Owner, which notice is a condition precedent to effect termination, terminate the Design-Build Contract and recover from the Owner payment for Work executed in accordance with the terms set forth. in Section A. 14.4 below, plus overhead and profit on the Work performed prior to the receipt of notice of termination

§ A.14.1.4 (Intentionally omitted.)

§ A.14.2TERMINATION BY THE OWNER FOR CAUSE

§ A.14.2.1 The Owner may terminate the Design-Build Contract if the Design-Builder:

.1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Contractors for services, materials or labor in accordance with the respective . agreements between the Design-Builder and the Architect and Contractors;

.3 persistently disregards laws, ordinances or rules, regulations or orders of apublic authority having

jurisdiction; or

.4 otherwise is guilty of substantial breach of a provision of the Design-Build Documents,

§A.14~2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Design-Builder and the Design-Builder's surety, if any, seven days' written notice, terminate employment of the Design-Builder and may, subject to any rights of the surety provided in the performance bond:

.1 take possession of the site and of all materials, equipment, tools, and construction equipment and

machinery thereon owned by the Design-Builder;

.2 accept assignment of contracts pursuant to Section A5.5.1; and

.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Design-Builder, the Owner shall furnish to the Design-Builder a detailed accounting of the costs incurred by the Owner in finishing the Work.

§ A.14.2.3 When the Owner terminates the Design-Build Contract for one of the reasons stated in Section A.14.2.1, the Design-Builder shall not be entitled to receive further payment until the Work is

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finished.

§ A.14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Design-Builder. If such costs and damages exceed the unpaid balance, the Design-Builder shall pay the difference to the Owner.

(Paragraphs deleted)

§ A.14.2.5 In the event Owner terminates Design-Builder pursuant to this Section A.14.2 and it is later determined that such termination was not proper or such termination right was not otherwise available to Owner, such termination shall be deemed a termination for convenience and Design-Builder's rights and remedies shall be limited to those set forth in Section A 14.4 below.

§ A. 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE

§ A.14.3.1 The Owner may, without cause, order the Design-Builder in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine.

§ A.14.3.2 Subject to the other terms and conditions of the Design-Build Documents including Sections 3.3, A.8.3, and the Events listed in Exhibit "B", the Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section A.14.3.1. Adjustment of the Contract Sum shall include profit lost during such suspensions. No adjustment shall be made to the extent:

.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Design-Builder is responsible; or

.2 that an equitable adjustment is made or denied under another provision of the Design-Build

Contract.

§ A.14.4 TERMINATION BY THE OWNER FOR CONVENIENCE OR WITHOUT CAUSE

§ A.14.4.1 The Owner may, at any time, terminate the Design-Build Contract for the Owner's convenience and/or without cause. In such event, Design-Builder agrees to make no claim for" wrongful termination or breach of contract.

§ A.14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience and/or without cause, the Design -Builder shall:

.1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;

and

.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing contracts and purchase orders and enter into no further contracts and purchase orders.

§ A.14.4.3 In the event of termination for the Owner's convenience and/or without cause, whether prior to commencement of construction or after, the Design-Builder shall be entitled to receive payment for design services performed, Work properly executed, overhead and profit on Work performed and reasonable direct increased costs incurred by reason of such termination, but in no event shall Design-Builder be entitled to payment for Work not performed, including any overhead and profit on design services not completed or Work not executed.

§ A.14.5 (Intentionally omitted.).

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EX-31.1

Exhibit 31.1

Certification of Lesa France Kennedy

I, Lesa France Kennedy, certify that:

I have reviewed this quarterly report on Form 10-Q of International Speedway Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	6/26/2013
	/s/ Lesa France Kennedy
	Lesa France Kennedy
	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Daniel W. Houser

I, Daniel W. Houser, certify that:

I have reviewed this quarterly report on Form 10-Q of International Speedway Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	6/26/2013
	/s/ Daniel W. Houser
	Daniel W. Houser
	Senior Vice President, Chief Financial Officer and Treasurer

EX-32

Exhibit 32

Certification

This certification accompanies and references the Quarterly Report on Form 10-Q for International Speedway Corporation for the period ended May 31, 2013 (the “Report”).

The undersigned certify the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for quarterly reports and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of International Speedway Corporation.

The foregoing certification (i) is given to such officers’ knowledge, based upon such officers’ investigation as such officers deem reasonably appropriate; and (ii) is being furnished solely pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002) and is not being filed as part of the Report or as a separate disclosure document.

Dated: June 26, 2013

/s/ Lesa France Kennedy

Lesa France Kennedy

Chief Executive Officer

/s/ Daniel W. Houser

Daniel W. Houser

Chief Financial Officer

“A signed original of this written statement has been provided to International Speedway Corporation and will be retained by International Speedway Corporation and furnished to the Securities and Exchange Commission or its staff upon request.”

XML

Comprehensive Income (Notes)

6 Months Ended

May 31, 2013

Comprehensive Income [Abstract]

Comprehensive Income

Comprehensive Income

Comprehensive income is the changes in equity of an enterprise except those resulting from shareholder transactions. Accumulated other comprehensive loss consists of the following (in thousands):

	November 30, 2012		May 31, 2013
Terminated interest rate swap, net of tax benefit of $3,448 and $3,236, respectively	$	5,296	$	4,967

XML

Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
REVENUES:
Admissions, net	$ 35,778	$ 37,344	$ 66,515	$ 69,870
Motorsports related	126,046	125,759	210,651	206,505
Food, beverage and merchandise	12,734	12,724	22,908	23,769
Other	3,816	3,768	6,852	6,849
Total revenues	178,374	179,595	306,926	306,993
Direct:
Prize and point fund monies and NASCAR sanction fees	50,144	48,855	76,489	74,107
Motorsports related	34,889	34,759	57,191	56,724
Food, beverage and merchandise	9,492	10,130	16,775	17,867
General and administrative	26,363	27,862	52,451	51,098
Depreciation and amortization	19,658	19,167	39,500	38,626
Losses on asset retirements	748	5,653	2,293	5,703
Costs and Expenses, Total	141,294	146,426	244,699	244,125
Operating income	37,080	33,169	62,227	62,868
Interest income	19	31	39	58
Interest expense	(3,879)	(2,904)	(7,841)	(6,341)
Loss on early redemption of debt	0	(9,144)	0	(9,144)
Equity in net (loss) income from equity investments	3,231	1,395	4,251	1,094
Other	2	77	2	916
Income from continuing operations before income taxes	36,453	22,624	58,678	49,451
Income taxes	14,013	8,884	22,725	18,572
Net income	$ 22,440	$ 13,740	$ 35,953	$ 30,879
Dividends per share	$ 0.22	$ 0.20	$ 0.22	$ 0.20
Earnings per share:
Basic and diluted	$ 0.48	$ 0.30	$ 0.77	$ 0.67
Basic weighted average shares outstanding	46,446,993	46,306,147	46,435,289	46,348,345
Diluted weighted average shares outstanding	46,464,051	46,316,419	46,450,567	46,358,458

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Earnings Per Share

6 Months Ended

May 31, 2013

Text Block [Abstract]

Earnings Per Share

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended May 31, 2012 and 2013 (in thousands, except share and per share amounts):

	Three Months Ended				Six Months Ended
	May 31, 2012		May 31, 2013		May 31, 2012		May 31, 2013
Numerator:
Net income	$	13,740	$	22,440	$	30,879	$	35,953
Denominator:
Weighted average shares outstanding	46,306,147		46,446,993		46,348,345		46,435,289
Effect of dilutive securities	10,272		17,058		10,113		15,278
Diluted weighted average shares outstanding	46,316,419		46,464,051		46,358,458		46,450,567
Basic and diluted earnings per share	$	0.30	$	0.48	$	0.67	$	0.77
Anti-dilutive shares excluded in the computation of diluted earnings per share	232,488		215,246		238,192		219,699

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Goodwill and Intangible Assets (Tables)

6 Months Ended

May 31, 2013

Text Block [Abstract]

Summary of Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of the major classes of intangible assets relating to the Motorsports Event segment are as follows (in thousands):

	November 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		51		41
Total amortized intangible assets	102		59		43
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	59	$	178,649
	May 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		65		27
Total amortized intangible assets	102		73		29
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	73	$	178,635

Current and Expected Amortization Expense of Intangible Assets

The following table presents current and expected amortization expense of the existing intangible assets as of May 31, 2013 for each of the following periods (in thousands):

Amortization expense for the six months ended May 31, 2013	$	14
Remaining estimated amortization expense for the year ending November 30:
2013	7
2014	16
2015	6

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Income Taxes

6 Months Ended

May 31, 2013

Text Block [Abstract]

Income Taxes

Income Taxes

As of May 31, 2013, in accordance with ASC 740, “Income Taxes,” the Company has a total liability of approximately $2.4 million for uncertain tax positions, inclusive of tax and interest. Of this amount, approximately $1.9 million represents income tax liability for uncertain tax positions related to various state income tax matters. If the accrued liability was de-recognized, approximately $1.3 million of taxes would impact the Company’s consolidated statement of operations as a reduction to its effective tax rate. Included in the balance sheet at May 31, 2013 are approximately $0.7 million of items of which, under existing tax laws, the ultimate deductibility is certain but for which the timing of the deduction is uncertain. Because of the impact of deferred income tax accounting, a deduction in a subsequent period would result in a deferred tax asset. Accordingly, upon de-recognition, the tax benefits associated with the reversal of these timing differences would have no impact, except for related interest, on the Company’s effective income tax rate.

The Company recognizes interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes. As of May 31, 2013, the total amounts for accrued interest were approximately $0.5 million and there were no amounts related to penalties. If the accrued interest was de-recognized, approximately $0.3 million would impact the Company’s consolidated statement of operations as a reduction to its effective tax rate. The Company believes that it has provided adequate reserves related to these various state matters including interest charges through May 31, 2013.

The Company's effective income tax rate of 39.3 percent for the three month period ended May 31, 2012, approximated the statutory income tax rate. Certain state adjustments, including adjustments to uncertain state tax positions, are the principal causes of the decreased effective income tax rate for the three months ended May 31, 2013 and the six months ended May 31, 2012 and 2013. As a result of these items, the Company's effective income tax rate is approximately 38.4 percent for the three months ended May 31, 2013, and 37.6 percent and 38.7 percent for the six months ended May 31, 2012 and 2013, respectively.

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Long-Term Stock Incentive Plan - Additional Information (Detail) (USD $)	1 Months Ended
	May 31, 2013
Officers And Key Management Employees [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares awarded and issued	80,514
Officers And Key Management Employees [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value	$ 32.87
Third Anniversary Of Grant Date [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of stock options issued	50.00%
Fifth Anniversary Of Grant Date [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage of stock options issued	50.00%

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Segment Reporting (Tables)

6 Months Ended

May 31, 2013

Text Block [Abstract]

Segment Reporting

The following tables provide segment reporting of the Company for the three months ended May 31, 2012 and 2013 (in thousands):

	Three Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	171,323	$	8,676		$	179,999
Depreciation and amortization	17,653		1,514			19,167
Operating income (loss)	32,707		462			33,169
Capital expenditures	12,335		961			13,296
Total assets	1,610,430		382,555			1,992,985
Equity investments	—		152,787			152,787
	Three Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	172,287	$	6,844		$	179,131
Depreciation and amortization	18,292		1,366			19,658
Operating income (loss)	37,568		(488		)	37,080
Capital expenditures	14,394		1,132			15,526
Total assets	1,600,572		426,040			2,026,612
Equity investments	—		141,129			141,129
	Six Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	294,273	$	13,481		$	307,754
Depreciation and amortization	35,507		3,119			38,626
Operating income (loss)	64,090		(1,222		)	62,868
Capital expenditures	24,371		1,721			26,092
	Six Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	296,287	$	11,801		$	308,088
Depreciation and amortization	36,740		2,760			39,500
Operating income (loss)	64,638		(2,411		)	62,227
Capital expenditures	20,133		1,499			21,632

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Comprehensive Income (Tables)

6 Months Ended

May 31, 2013

Comprehensive Income [Abstract]

Schedule of Comprehensive Income (Loss)

Comprehensive income is the changes in equity of an enterprise except those resulting from shareholder transactions. Accumulated other comprehensive loss consists of the following (in thousands):

	November 30, 2012		May 31, 2013
Terminated interest rate swap, net of tax benefit of $3,448 and $3,236, respectively	$	5,296	$	4,967

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Long-Term Debt (Parenthetical) (Detail)	1 Months Ended
	Nov. 30, 2010	May 31, 2013 4.63 percent Senior Notes	Nov. 30, 2012 4.63 percent Senior Notes	Jan. 31, 2011 4.63 percent Senior Notes	May 31, 2013 3.95 Senior Notes	Nov. 30, 2012 3.95 Senior Notes	Sep. 30, 2012 3.95 Senior Notes	Jan. 31, 2011 3.95 Senior Notes	May 31, 2013 4.82 percent Revenue Bonds	Nov. 30, 2012 4.82 percent Revenue Bonds	May 31, 2013 6.25 percent Term Loan	Nov. 30, 2012 6.25 percent Term Loan	Nov. 30, 2010 TIF bond debt service funding commitment	Nov. 30, 2010 LIBOR Minimum	Nov. 30, 2010 LIBOR Maximum
Debt Instrument [Line Items]
Debt, interest rate		4.63%	4.63%	4.63%	3.95%	3.95%	3.95%		4.82%	4.82%	6.25%	6.25%
Debt instrument basis points														1.00%	1.625%
2010 Credit Facility interest rate description	Accrues interest at LIBOR plus 100.0 - 162.5 basis points, depending on the better of its debt rating as determined by specified rating agencies or the Company's leverage ratio.
Debt, due date				2021-01				2024-09			2034-10
Termination of revolving credit facility													2017-11

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	May 31, 2013	May 31, 2013	May 31, 2012
Income Taxes [Line Items]
Liability for uncertain tax positions, inclusive of tax, interest, and penalties	$ 2.4	$ 2.4
If the accrued liability for uncertain tax positions was de-recognized, the amount that would reduce the effective tax rate	1.3	1.3
Tax deductions with uncertain timing	0.7	0.7
If the tax benefits with uncertain timing were de-recognized, effect on effective income tax rate	0	0
Accrued interest related to uncertain tax positions	0.5	0.5
Accrued penalties related to uncertain tax positions	0	0
If the accrued interest and penalties related to uncertain tax positions were de-recognized, amount that would reduce effective tax rate	0.3	0.3
Effective Income Tax Rate Approximated Statutory Rate, Continuing Operations	39.30%
Effective Income Tax Rate, Continuing Operations	38.40%	38.70%	37.60%
State
Income Taxes [Line Items]
Liability for uncertain tax positions, inclusive of tax, interest, and penalties	$ 1.9	$ 1.9

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Current and Expected Amortization Expense of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 31, 2013
Disclosure Current And Expected Amortization Expense Of Intangible Assets [Abstract]
Amortization expense for the six months ended May 31, 2013	$ 14
Remaining estimated amortization expense for the year ending November 30:
2013	7
2014	16
2015	$ 6

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Segment Reporting (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 179,131	$ 179,999	$ 308,088	$ 307,754
Depreciation and amortization	19,658	19,167	39,500	38,626
Operating income	37,080	33,169	62,227	62,868
Capital expenditures	15,526	13,296	21,632	26,092
Total assets	2,026,612	1,992,985	2,026,612	1,992,985
Equity investments	141,129	152,787	141,129	152,787
Motorsports Event
Segment Reporting Information [Line Items]
Revenues	172,287	171,323	296,287	294,273
Depreciation and amortization	18,292	17,653	36,740	35,507
Operating income	37,568	32,707	64,638	64,090
Capital expenditures	14,394	12,335	20,133	24,371
Total assets	1,600,572	1,610,430	1,600,572	1,610,430
Equity investments
All Other
Segment Reporting Information [Line Items]
Revenues	6,844	8,676	11,801	13,481
Depreciation and amortization	1,366	1,514	2,760	3,119
Operating income	(488)	462	(2,411)	(1,222)
Capital expenditures	1,132	961	1,499	1,721
Total assets	426,040	382,555	426,040	382,555
Equity investments	$ 141,129	$ 152,787	$ 141,129	$ 152,787

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Long-Term Debt (Tables)

6 Months Ended

May 31, 2013

Text Block [Abstract]

Long-Term Debt

Long-term debt consists of the following (in thousands):

	November 30, 2012		May 31, 2013
4.63 percent Senior Notes	$	65,000	$	65,000
3.95 percent Senior Notes	100,000		100,000
4.82 percent Revenue Bonds	970		818
6.25 percent Term Loan	50,318		50,136
TIF bond debt service funding commitment	60,644		60,678
Revolving Credit Facility	—		—
	276,932		276,632
Less: current portion	2,513		2,532
	$	274,419	$	274,100

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Consolidated Statement of Shareholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Class A Common Stock $.01 Par Value	Class B Common Stock $.01 Par Value	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss
Balance at Nov. 30, 2012	$ 1,248,810	$ 260	$ 200	$ 442,474	$ 811,172	$ (5,296)
Activity 12/1/11 - 5/31/12:
Net income	35,953				35,953
Comprehensive income	329					329
Cash dividend declared ($0.22 per share)	(10,229)				(10,229)
Exercise of stock options	51	1		50
Reacquisition of previously issued common stock	(259)			(259)
Excess tax benefits from stock compensation	(60)			(60)
Stock-based compensation	1,088			1,088
Balance at May. 31, 2013	$ 1,275,683	$ 261	$ 200	$ 443,293	$ 836,896	$ (4,967)

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Basis of Presentation

6 Months Ended

May 31, 2013

Text Block [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in compliance with Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States for interim financial information but do not include all of the information and disclosures required for complete financial statements. The balance sheet at November 30, 2012, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The statements should be read in conjunction with the consolidated financial statements and notes thereto included in the latest annual report on Form 10-K for International Speedway Corporation and its wholly-owned subsidiaries (the “Company” or “ISC”). In management’s opinion, the statements include all adjustments which are necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature.

Because of the seasonal concentration of racing events, the results of operations for the three and six months ended May 31, 2012 and 2013, respectively, are not indicative of the results to be expected for the year.

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Equity and Other Investments

6 Months Ended

May 31, 2013

Text Block [Abstract]

Equity and Other Investments

Equity and Other Investments

Hollywood Casino at Kansas Speedway

In February 2012, Kansas Entertainment, LLC, (“Kansas Entertainment”) a 50/50 joint venture of Penn Hollywood Kansas, Inc. (“Penn”), a subsidiary of Penn National Gaming, Inc. and Kansas Speedway Development Corporation (“KSDC”), a wholly owned indirect subsidiary of ISC, opened the Hollywood-themed and branded destination entertainment facility, overlooking turn two of Kansas Speedway. Penn is the managing member of Kansas Entertainment and is responsible for the operations of the casino.

The Company has accounted for Kansas Entertainment as an equity investment in its financial statements as of May 31, 2012 and 2013. Start up and related costs through opening were expensed through equity in net income from equity investments. The Company’s 50.0 percent portion of Kansas Entertainment’s net income is approximately $1.4 million and $3.2 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $1.1 million and $4.3 million for the six months ended May 31, 2012 and 2013, respectively, and is included in equity in net income from equity investments in its consolidated statements of operations.

Distributions from Kansas Entertainment, for the six months ended May 31, 2013, totaling $9.5 million, consists of $5.0 million received as a distribution from its profits, and is included in net cash provided by operating activities on the Company's statement of cash flows, and the remaining $4.5 million received, which was recognized as a return of capital from investing activities on the Company's statement of cash flows.

Staten Island Property

The Company's wholly owned indirect subsidiary, 380 Development, LLC (“380 Development”), owns 676 acres located in the New York City borough of Staten Island. The Company is currently in exclusive negotiations with an interested buyer for 380 Development. The timing of any closing is uncertain and the Company cannot assure that one will occur as a result of these exclusive negotiations.

Motorsports Authentics

The Company is a partner with Speedway Motorsports, Inc. in a 50/50 joint venture, SMISC, LLC, which, through its wholly owned subsidiary Motorsports Authentics, LLC conducts business under the name Motorsports Authentics (“MA”). MA designs, promotes, markets and distributes motorsports licensed merchandise. The Company’s investment in MA was previously reduced to zero and it did not recognize any net income or loss from operations of MA during the three and six months ended May 31, 2012 or 2013, respectively.

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New Accounting Pronouncements

6 Months Ended

May 31, 2013

Text Block [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In February 2013, FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. The objective of this Update is to set requirements for presentation for significant items reclassified to net income in their entirety during the period and for items not reclassified to net income in their entirety during the period. For public entities, the amended requirements are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. This statement only impacts disclosures of reclassification adjustments and is not material to the Company's financial statement presentation.The Company will adopt the amendments of this statement in fiscal 2014.

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Related Party Disclosures and Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended			3 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012	Nov. 30, 2012 Majority Shareholder	Aug. 31, 2011 NASCAR	Aug. 31, 2011 Event Promoter
Related Party Transaction [Line Items]
France Family Group, which contains NASCAR, ownership of voting interest in the Company					72.00%
Prize and point fund monies paid to NASCAR	$ 41.5	$ 40.4	$ 64.7	$ 62.7
Allocation of broadcast rights fees for each NASCAR Sprint Cup, Nationwide or Camping World Truck series event						10.00%	90.00%
Prize money paid by event promoter as a percent of broadcast rights fees for each NASCAR Sprint Cup, Nationwide or Camping World Truck series event							25.00%
Allocation Of gross broadcast rights revenue retained by the promoter							65.00%
Television broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR Sprint Cup, Nationwide and Camping World Truck series events recorded as part of motorsports related revenue	$ 92.3	$ 89.6	$ 149.7	$ 143.3

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Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Numerator:
Net income	$ 22,440	$ 13,740	$ 35,953	$ 30,879
Denominator:
Weighted average shares outstanding	46,446,993	46,306,147	46,435,289	46,348,345
Weighted Average Number Diluted Shares Outstanding Adjustment	17,058	10,272	15,278	10,113
Diluted weighted average shares outstanding	46,464,051	46,316,419	46,450,567	46,358,458
Basic and diluted earnings per share	$ 0.48	$ 0.30	$ 0.77	$ 0.67
Anti-dilutive shares excluded in the computation of diluted earnings per share	215,246	232,488	219,699	238,192

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	May 31, 2013	May 31, 2013
Disclosure Goodwill And Intangible Assets Additional Information [Abstract]
Goodwill, Period Increase (Decrease)	$ 0	$ 0

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Capital Stock - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Schedule of Capitalization, Equity [Line Items]
Dividends per share	$ 0.22	$ 0.20	$ 0.22	$ 0.20
Class A Common Stock $.01 Par Value | Stock Repurchase Plan
Schedule of Capitalization, Equity [Line Items]
Stock Purchase Plan, authorized purchase amount			$ 330.0
Stock Purchase Plan, purchased shares to date	7,063,962		7,063,962
Stock Purchase Plan, purchased amount to date	268.3		268.3
Stock Purchase Plan, remaining repurchase authority			$ 61.7

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Subsequent Event (Details) (Subsequent Event, USD $) In Millions, unless otherwise specified	6 Months Ended
	May 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Anticipated Cost, Subject to Change	$ 316.0
Restructuring and Related Cost, Cost Incurred to Date	15.0
Long-Lived Assets to be Abandoned, Carrying Value of Asset	50.0
Restructuring and Related Cost, Long-Lived Assets to be Abandoned, Period	26 months
Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost	375.0
Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Expected Cost	$ 400.0

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Allowance for receivables	$ 1,000	$ 1,000
Property and Equipment, accumulated depreciation	$ 734,486	$ 701,054
Class A Common Stock $.01 Par Value
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	80,000,000	80,000,000
Common Stock, shares outstanding	26,151,705	26,081,558
Class B Common Stock $.01 Par Value
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	40,000,000	40,000,000
Common Stock, shares outstanding	20,004,819	20,050,277

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Financial Instruments

6 Months Ended

May 31, 2013

Text Block [Abstract]

Financial Instruments

Financial Instruments

Various inputs are considered when determining the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities which approximate fair value due to the short-term maturities of these assets and liabilities. These inputs are summarized in the three broad levels listed below:

• Level 1 — observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

At May 31, 2013, the Company had money market funds totaling approximately $57.6 million which are included in cash and cash equivalents in its consolidated balance sheets. All inputs used to determine fair value are considered level 1 inputs.

Fair values of long-term debt are based on quoted market prices at the date of measurement. The Company’s credit facilities approximate fair value as they bear interest rates that approximate market. These inputs used to determine fair value are considered level 2 inputs. The fair value of the remaining long-term debt, as determined by quotes from financial institutions, was approximately $301.2 million compared to the carrying amount of approximately $276.9 million and approximately $296.5 million compared to the carrying amount of approximately $276.6 million at November 30, 2012 and May 31, 2013, respectively.

The Company had no level 3 inputs as of May 31, 2013.

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Consolidated Statements of Comprehensive Income Statement (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Net income	$ 22,440	$ 13,740	$ 35,953	$ 30,879
Other comprehensive income:
Foreign currency translation, net of tax benefit of $13	0	(20)
Amortization of terminated interest rate swap, net of tax benefit of $213 and $212, respectively	165	165	329	328
Comprehensive income	22,605	13,885	36,282	31,207
Foreign currency translation, net of tax benefit	0	13
Amortization of interest rate swap, net of tax benefit	$ 106	$ 106	$ 212	$ 213

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Current Assets:
Cash and cash equivalents	$ 162,577	$ 78,379
Receivables, less allowance of $1,000 in 2012 and 2013, respectively	48,774	30,830
Inventories	3,940	3,020
Income taxes receivable	3,857	6,202
Deferred income taxes	2,047	2,029
Prepaid expenses and other current assets	14,967	7,159
Total Current Assets	236,162	127,619
Property and Equipment, net of accumulated depreciation of $701,054 and $734,486, respectively	1,344,299	1,362,186
Other Assets:
Equity investments	141,129	146,378
Intangible assets, net	178,635	178,649
Goodwill	118,791	118,791
Other	7,596	8,118
Total Other Assets, Total	446,151	451,936
Total Assets	2,026,612	1,941,741
Current Liabilities:
Current portion of long-term debt	2,532	2,513
Accounts payable	10,390	12,630
Deferred income	85,198	42,818
Income taxes payable	4,715	1,507
Current tax liabilities	440	434
Other current liabilities	30,486	16,849
Total Current Liabilities	133,761	76,751
Long-Term Debt	274,100	274,419
Deferred Income Taxes	330,267	328,223
Long-Term Tax Liabilities	1,960	1,790
Long-Term Deferred Income	9,160	10,455
Other Long-Term Liabilities	1,681	1,293
Shareholders' Equity:
Additional paid-in capital	443,293	442,474
Retained earnings	836,896	811,172
Accumulated other comprehensive loss	(4,967)	(5,296)
Total Shareholders' Equity	1,275,683	1,248,810
Total Liabilities and Shareholders' Equity	2,026,612	1,941,741
Class A Common Stock $.01 Par Value
Shareholders' Equity:
Common Stock Value	261	260
Class B Common Stock $.01 Par Value
Shareholders' Equity:
Common Stock Value	$ 200	$ 200

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Equity and Other Investments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012	Nov. 30, 2012
Schedule of Equity Method Investments [Line Items]
Equity in net loss from equity investments	$ 3,231	$ 1,395	$ 4,251	$ 1,094
Distribution from equity investee			5,000	0
Distribution from equity investee and affiliate			4,500	0
Equity investments	141,129		141,129		146,378
380 Development
Schedule of Equity Method Investments [Line Items]
Number of acres purchased in the New York City borough of Staten Island				676
Kansas Entertainment
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%	50.00%	50.00%	50.00%
Equity in net loss from equity investments	3,200	1,400	4,300	1,100
Distribution from equity investee			9,500
Motorsports Authentics
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%		50.00%
Equity investments	$ 0		$ 0

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Earnings Per Share (Tables)

6 Months Ended

May 31, 2013

Text Block [Abstract]

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended May 31, 2012 and 2013 (in thousands, except share and per share amounts):

	Three Months Ended				Six Months Ended
	May 31, 2012		May 31, 2013		May 31, 2012		May 31, 2013
Numerator:
Net income	$	13,740	$	22,440	$	30,879	$	35,953
Denominator:
Weighted average shares outstanding	46,306,147		46,446,993		46,348,345		46,435,289
Effect of dilutive securities	10,272		17,058		10,113		15,278
Diluted weighted average shares outstanding	46,316,419		46,464,051		46,358,458		46,450,567
Basic and diluted earnings per share	$	0.30	$	0.48	$	0.67	$	0.77
Anti-dilutive shares excluded in the computation of diluted earnings per share	232,488		215,246		238,192		219,699

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Segment Reporting - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012
Segment Reporting Disclosure [Line Items]
Revenues	$ 179,131	$ 179,999	$ 308,088	$ 307,754
Impairment of long lived assets	748	5,653	2,293	5,703
Intersegment Elimination
Segment Reporting Disclosure [Line Items]
Revenues	$ 800	$ 400	$ 1,200	$ 800

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Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Comprehensive Income [Abstract]
Terminated interest rate swap, net of tax benefit of $3,448 and $3,236, respectively	$ 4,967	$ 5,296
Accumulated other comprehensive income (loss), terminated interest rate swap, tax	$ 3,236	$ 3,448

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Long-Term Debt - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended				1 Months Ended			1 Months Ended			6 Months Ended		6 Months Ended		6 Months Ended		1 Months Ended		1 Months Ended		6 Months Ended	1 Months Ended		6 Months Ended
	May 31, 2013	May 31, 2012	May 31, 2013	May 31, 2012	Nov. 30, 2012	Nov. 30, 2010	Jan. 31, 2011 4.63 percent Senior Notes	May 31, 2013 4.63 percent Senior Notes	Nov. 30, 2012 4.63 percent Senior Notes	Sep. 30, 2012 3.95 Senior Notes	May 31, 2013 3.95 Senior Notes	Nov. 30, 2012 3.95 Senior Notes	May 31, 2013 4.82 percent Revenue Bonds	Nov. 30, 2012 4.82 percent Revenue Bonds	May 31, 2013 6.25 percent Term Loan Year	Nov. 30, 2012 6.25 percent Term Loan	May 31, 2013 TIF bond debt service funding commitment	Nov. 30, 2012 TIF bond debt service funding commitment	Mar. 31, 2012 5.40 Senior Notes	Nov. 30, 2012 5.40 Senior Notes	Jan. 31, 2011 Semi Annual Payment First Payment 4.63 percent Senior Notes	Sep. 30, 2012 Semi Annual Payment First Payment 3.95 Senior Notes	May 31, 2013 Semi Annual Payment First Payment TIF bond debt service funding commitment	Jan. 31, 2011 Semi Annual Payment Second Payment 4.63 percent Senior Notes	Sep. 30, 2012 Semi Annual Payment Second Payment 3.95 Senior Notes	May 31, 2013 Semi Annual Payment Second Payment TIF bond debt service funding commitment	May 31, 2013 Term Bond Due December One Twenty Seventeen TIF bond debt service funding commitment	May 31, 2013 Term Bond Due December One Twenty Twenty Seven TIF bond debt service funding commitment	May 31, 2013 Accumulated Other Comprehensive Loss	Nov. 30, 2012 Accumulated Other Comprehensive Loss
Debt Disclosure [Line Items]
Proceeds from long-term debt							$ 65,000,000			$ 100,000,000
Interest Expense	3,879,000	2,904,000	7,841,000	6,341,000
Debt, interest rate							4.63%	4.63%	4.63%	3.95%	3.95%	3.95%	4.82%	4.82%	6.25%	6.25%				5.40%							6.15%	6.75%
Debt Instrument Maturity Years															25
Debt Instrument Monthly Payment													29,000		292,000
Frequency of periodic payment							semi-annual			semi-annual
Debt Instrument Interest Rate Payment Date																					January 18	March 13	April 1	July 18	September 13	October 1
Long-term debt	276,632,000		276,632,000		276,932,000			65,000,000	65,000,000		100,000,000	100,000,000	818,000	970,000	50,136,000	50,318,000	60,678,000	60,644,000									11,600,000	49,700,000
Stockholders' Equity Attributable to Parent	1,275,683,000		1,275,683,000		1,248,810,000																								(4,967,000)	(5,296,000)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	700,000		700,000
Debt, maturity date																											Dec. 01, 2017	Dec. 01, 2027
Debt Instrument Payment Date																	October 1
Line of Credit Facility, Current Borrowing Capacity						300,000,000
Line of Credit Facility, Maximum Borrowing Capacity						500,000,000
Line of Credit Facility, Amount Outstanding	0		0
Extinguishment of Debt, Amount																			87,000,000
Payments of Debt Extinguishment Costs																			9,000,000
Loss on early redemption of debt	0	(9,144,000)	0	(9,144,000)															9,100,000
Interest Costs Capitalized	300,000	1,200,000	500,000	2,700,000
Deferred Finance Costs, Noncurrent, Net	$ 4,700,000		$ 4,700,000		$ 5,000,000

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Financial Instruments - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Fair Value, Inputs, Level 1
Fair Value, Measurement Inputs, Disclosure [Line Items]
Money market funds	$ 57.6
Fair Value, Inputs, Level 2
Fair Value, Measurement Inputs, Disclosure [Line Items]
Long-term debt excluding credit facilities, fair value	296.5	301.2
Long-term debt excluding credit facilities, carrying amount	$ 276.6	$ 276.9

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Long-Term Debt

6 Months Ended

May 31, 2013

Text Block [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt consists of the following (in thousands):

	November 30, 2012		May 31, 2013
4.63 percent Senior Notes	$	65,000	$	65,000
3.95 percent Senior Notes	100,000		100,000
4.82 percent Revenue Bonds	970		818
6.25 percent Term Loan	50,318		50,136
TIF bond debt service funding commitment	60,644		60,678
Revolving Credit Facility	—		—
	276,932		276,632
Less: current portion	2,513		2,532
	$	274,419	$	274,100

The $65.0 million principal amount of senior unsecured notes (“4.63 percent Senior Notes”) bear interest at 4.63 percent and are due January 2021, require semi-annual interest payments on January 18 and July 18 through their maturity. The 4.63 percent Senior Notes may be redeemed in whole or in part, at the Company’s option, at any time or from time to time at redemption prices as defined in the indenture. Certain of the Company’s wholly owned domestic subsidiaries are guarantors of the 4.63 percent Senior Notes. The 4.63 percent Senior Notes also contain various restrictive covenants. The deferred financing fees, along with a deferred interest rate swap balance included in accumulated other comprehensive loss, are treated as additional interest expense and are being amortized over the life of the 4.63 percent Senior Notes, on a straight-line method, which approximates the effective yield method. At May 31, 2013, outstanding principal on the 4.63 percent Senior Notes was approximately $65.0 million.

At May 31, 2013, the Company has approximately $5.0 million, net of tax, deferred in accumulated other comprehensive loss associated with a terminated interest rate swap, related to the 4.63 percent Senior Notes, which is being amortized as interest expense over the life of the private placement senior notes completed in January 2011. The Company expects to recognize approximately $0.7 million of this balance, net of tax, during the next 12 months in the consolidated statement of operations.

The $100.0 million principal amount of senior unsecured notes (“3.95 percent Senior Notes”) bear interest at 3.95 percent and are due September 2024. The 3.95 percent Senior Notes require semi-annual interest payments on March 13 and September 13 through their maturity. The 3.95 percent Senior Notes may be redeemed in whole or in part, at the Company's option, at any time or from time to time at redemption prices as defined in the indenture. Certain of the Company's wholly owned domestic subsidiaries are guarantors of the 3.95 percent Senior Notes. The 3.95 percent Senior Notes also contain various restrictive covenants. The deferred financing fees are treated as additional interest expense and are being amortized over the life of the 3.95 percent Senior Notes on a straight-line method, which approximates the effective yield method.

The Company’s wholly owned subsidiary, Chicagoland Speedway Corporation, which owns and operates Chicagoland Speedway and Route 66 Raceway, has debt outstanding in the form of revenue bonds payable (“4.82 percent Revenue Bonds”), consisting of economic development revenue bonds issued by the City of Joliet, Illinois to finance certain land improvements. The 4.82 percent Revenue Bonds have an interest rate of 4.82 percent and a monthly payment of $29,000 principal and interest. At May 31, 2013, outstanding principal on the 4.82 percent Revenue Bonds was approximately $0.8 million.

The term loan (“6.25 percent Term Loan”), related to the Company’s International Motorsports Center, has a 25 year term due October 2034, an interest rate of 6.25 percent, and a current monthly payment of approximately $292,000. At May 31, 2013, the outstanding principal on the 6.25 percent Term Loan was approximately $50.1 million.

At May 31, 2013, outstanding taxable special obligation revenue (“TIF”) bonds, in connection with the financing of Kansas Speedway, totaled approximately $60.7 million, net of the unamortized discount, which is comprised of a $11.6 million principal amount, 6.15 percent term bond due December 1, 2017 and a $49.7 million principal amount, 6.75 percent term bond due December 1, 2027. The TIF bonds are repaid by the Unified Government of Wyandotte County/Kansas City, Kansas (“Unified Government”) with payments made in lieu of property taxes (“Funding Commitment”) by the Company’s wholly owned subsidiary, Kansas Speedway Corporation (“KSC”). Principal (mandatory redemption) payments per the Funding Commitment are payable by KSC on October 1 of each year. The semi-annual interest component of the Funding Commitment is payable on April 1 and October 1 of each year. KSC granted a mortgage and security interest in the Kansas project for its Funding Commitment obligation.

The Company's $300.0 million revolving credit facility (“2012 Credit Facility”) contains a feature that allows the Company to increase the credit facility to a total of $500.0 million, subject to certain conditions. The 2012 Credit Facility accrues interest at LIBOR plus 100.0 — 162.5 basis points, depending on the better of its debt rating as determined by specified rating agencies or the Company’s leverage ratio. The 2012 Credit Facility contains various restrictive covenants. At May 31, 2013, the Company had no outstanding borrowings under the 2012 Credit Facility.

In March 2012, the Company utilized additional borrowings under its revolving credit facility to redeem and retire all outstanding $87.0 million principal amount of the 5.40 percent Senior Notes, including the payment of a tender premium of approximately $9.0 million and accrued interest. The net tender premium associated with the unamortized net deferred financing costs and unamortized original issuance discount were recorded as loss on early redemption of debt totaling approximately $9.1 million.

Total interest expense from continuing operations incurred by the Company was approximately $2.9 million and $3.9 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $6.3 million and $7.8 million for the six months ended May 31, 2012 and 2013, respectively. Total interest capitalized for the three months ended May 31, 2012 and 2013 was approximately $1.2 million and $0.3 million, and approximately $2.7 million and $0.5 million for the six months ended May 31, 2012 and 2013.

Financing costs of approximately $5.0 million and $4.7 million, net of accumulated amortization, have been deferred and are included in other assets at November 30, 2012 and May 31, 2013, respectively. These costs are being amortized on a straight-line method, which approximates the effective yield method, over the life of the related financing.

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Summary of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Intangible Assets by Major Class [Line Items]
Net Carrying Amount	$ 178,635	$ 178,649
Motorsports Event
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	178,708	178,708
Accumulated Amortization	73	59
Net Carrying Amount	178,635	178,649
Motorsports Event | Amortized intangible assets
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	102	102
Accumulated Amortization	73	59
Net Carrying Amount	29	43
Motorsports Event | Amortized intangible assets | Food, beverage and merchandise contracts
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	10	10
Accumulated Amortization	8	8
Net Carrying Amount	2	2
Motorsports Event | Amortized intangible assets | Other
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	92	92
Accumulated Amortization	65	51
Net Carrying Amount	27	41
Motorsports Event | Non-amortized intangible assets
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	178,606	178,606
Net Carrying Amount	178,606	178,606
Motorsports Event | Non-amortized intangible assets | Other
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	793	793
Net Carrying Amount	793	793
Motorsports Event | Non-amortized intangible assets | NASCAR - sanction agreements
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	177,813	177,813
Net Carrying Amount	$ 177,813	$ 177,813

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Commitments and Contingencies - Additional Information (Detail) (USD $)	6 Months Ended		1 Months Ended
	May 31, 2013	Nov. 30, 2012	Oct. 31, 2002 2002 STAR Bonds	May 31, 2013 2002 STAR Bonds
Commitments and Contingencies Disclosure [Line Items]
Proceeds from long-term debt			$ 6,300,000
Frequency of periodic payment			annual
Debt, maturity date			Dec. 01, 2022
Long-term debt	276,632,000	276,932,000		1,700,000
Standby letter of credit agreements in favor of third parties	4,000,000
General Insurance Expense	$ 1,500,000

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Long-Term Stock Incentive Plan

6 Months Ended

May 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Long-Term Stock Incentive Plan

9. Long-Term Stock Incentive Plan

In May 2013, the Company awarded and issued a total of 80,514 restricted shares of the Company’s Class A common shares to certain officers and managers, under the Company’s Long-Term Stock Incentive Plan (the “2006 Plan”). The shares of restricted stock awarded in May 2013, vest at the rate of 50.0 percent on the third anniversary of the award date and the remaining 50.0 percent on the fifth anniversary of the award date. The weighted average grant date fair value of these restricted share awards was $32.87 per share. In accordance with ASC 718, “Compensation — Stock Compensation” the Company is recognizing stock-based compensation on its restricted shares awarded on the accelerated method over the requisite service period.

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Goodwill and Intangible Assets

6 Months Ended

May 31, 2013

Text Block [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

The gross carrying value, accumulated amortization and net carrying value of the major classes of intangible assets relating to the Motorsports Event segment are as follows (in thousands):

	November 30, 2012
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		51		41
Total amortized intangible assets	102		59		43
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	59	$	178,649
	May 31, 2013
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Food, beverage and merchandise contracts	$	10	$	8	$	2
Other	92		65		27
Total amortized intangible assets	102		73		29
Non-amortized intangible assets:
NASCAR — sanction agreements	177,813		—		177,813
Other	793		—		793
Total non-amortized intangible assets	178,606		—		178,606
Total intangible assets	$	178,708	$	73	$	178,635

The following table presents current and expected amortization expense of the existing intangible assets as of May 31, 2013 for each of the following periods (in thousands):

Amortization expense for the six months ended May 31, 2013	$	14
Remaining estimated amortization expense for the year ending November 30:
2013	7
2014	16
2015	6

There were no changes in the carrying value of goodwill during the three and six months ended May 31, 2013.

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	May 31, 2013	May 31, 2012
OPERATING ACTIVITIES
Net income	$ 35,953	$ 30,879
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39,500	38,626
Stock-based compensation	1,088	809
Amortization of financing costs	718	889
Deferred income taxes	1,876	6,711
Income from equity investments	(4,251)	(1,094)
Distribution from equity investee	5,000	0
Loss on asset retirements, non-cash	1,184	5,703
Other, net	(33)	(898)
Changes in operating assets and liabilities:
Receivables, net	(17,944)	(12,090)
Inventories, prepaid expenses and other assets	(8,530)	(7,447)
Accounts payable and other liabilities	296	(7,098)
Deferred income	41,085	41,374
Income taxes	5,819	1,778
Net cash provided by operating activities	101,761	98,142
INVESTING ACTIVITIES
Capital expenditures	(21,632)	(26,092)
Distribution from equity investee and affiliate	4,500	0
Equity investments and advances to affiliate	0	(51,556)
Other, net	111	1,408
Net cash used in investing activities	(17,021)	(76,240)
FINANCING ACTIVITIES
Payment under credit facility	0	(60,000)
Proceeds from credit facility	0	130,000
Payment of long-term debt	(334)	(87,356)
Exercise of Class A common stock options	51	0
Reacquisition of previously issued common stock	(259)	(10,556)
Net cash used in financing activities	(542)	(27,912)
Net increase (decrease) in cash and cash equivalents	84,198	(6,010)
Cash and cash equivalents at beginning of period	78,379	110,078
Cash and cash equivalents at end of period	$ 162,577	$ 104,068

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Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	May 31, 2013	Nov. 30, 2012
Debt Instrument [Line Items]
Long-term debt	$ 276,632	$ 276,932
Less: current portion	2,532	2,513
Long-Term Debt	274,100	274,419
4.63 percent Senior Notes
Debt Instrument [Line Items]
Long-term debt	65,000	65,000
3.95 Senior Notes
Debt Instrument [Line Items]
Long-term debt	100,000	100,000
4.82 percent Revenue Bonds
Debt Instrument [Line Items]
Long-term debt	818	970
6.25 percent Term Loan
Debt Instrument [Line Items]
Long-term debt	50,136	50,318
TIF bond debt service funding commitment
Debt Instrument [Line Items]
Long-term debt	60,678	60,644
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	$ 0	$ 0

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Related Party Disclosures and Transactions

6 Months Ended

May 31, 2013

Text Block [Abstract]

Related Party Disclosures and Transactions

Related Party Disclosures and Transactions

All of the racing events that take place during the Company’s fiscal year are sanctioned by various racing organizations such as the American Historic Racing Motorcycle Association, the American Motorcyclist Association, the Automobile Racing Club of America, the American Sportbike Racing Association — Championship Cup Series, the Federation Internationale de L’Automobile, the Federation Internationale Motocycliste, Grand American Road Racing Association (“Grand American”), Historic Sportscar Racing, IZOD IndyCar Series, National Association for Stock Car Auto Racing (“NASCAR”), National Hot Rod Association, the Porsche Club of America, the Sports Car Club of America, the Sportscar Vintage Racing Association, the United States Auto Club and the World Karting Association. NASCAR, which sanctions many of the Company’s principal racing events, is a member of the France Family Group which controls approximately 72.0 percent of the combined voting power of the outstanding stock of the Company, as of November 30, 2012, and some members of which serve as directors and officers of the Company. Standard NASCAR sanction agreements require racetrack operators to pay sanction fees and prize and point fund monies for each sanctioned event conducted. The prize and point fund monies are distributed by NASCAR to participants in the events. Prize and point fund monies paid by the Company to NASCAR from continuing operations for disbursement to competitors, which are exclusive of NASCAR sanction fees, totaled approximately $40.4 million and $41.5 million for the three months ended May 31, 2012 and 2013, respectively, and $62.7 million and $64.7 million for the six months ended May 31, 2012 and 2013, respectively.

Under current agreements, NASCAR contracts directly with certain network providers for television rights to the entire NASCAR Sprint Cup, Nationwide and Camping World Truck series schedules. Under the terms of this arrangement, NASCAR retains 10.0 percent of the gross broadcast rights fees allocated to each NASCAR Sprint Cup, Nationwide and Camping World Truck series event as a component of its sanction fees. The promoter records 90.0 percent of the gross broadcast rights fees as revenue and then records 25.0 percent of the gross broadcast rights fees as part of its awards to the competitors. Ultimately, the promoter retains 65.0 percent of the net cash proceeds from the gross broadcast rights fees allocated to the event. The Company’s television broadcast and ancillary rights fees from continuing operations received from NASCAR for the NASCAR Sprint Cup, Nationwide, and Camping World Truck series events conducted at its wholly owned facilities, and recorded as part of motorsports related revenue, were approximately $89.6 million and $92.3 million for the three months ended May 31, 2012 and 2013, respectively, and $143.3 million and $149.7 million for the six months ended May 31, 2012 and 2013, respectively.

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Capital Stock

6 Months Ended

May 31, 2013

Text Block [Abstract]

Capital Stock

Capital Stock

Stock Purchase Plan

The Company has a share repurchase program (“Stock Purchase Plan”) under which it is authorized to purchase up to $330.0 million of its outstanding Class A common shares. The timing and amount of any shares repurchased under the Stock Purchase Plan will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The Stock Purchase Plan may be suspended or discontinued at any time without prior notice. No shares have been or will be knowingly purchased from Company insiders or their affiliates.

Since inception of the Plan through May 31, 2013, the Company has purchased 7,063,962 shares of its Class A common shares, for a total of approximately $268.3 million. The Company did not purchase any shares of its Class A common shares during the three month period ended May 31, 2013. Transactions occur in open market purchases and pursuant to a trading plan under Rule 10b5-1. At May 31, 2013, the Company had approximately $61.7 million remaining repurchase authority under the current Stock Purchase Plan.

Annual Dividends

The Company declared an annual dividend of $0.22 per share, payable on June 28, 2013, to common stockholders of record on May 31, 2013.  The Company paid an annual dividend of $0.20 per share in the third quarter of fiscal 2012.

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Subsequent Event (Notes)

6 Months Ended

May 31, 2013

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

Daytona Rising: Reimagining an American Icon

The Company has recently announced that it is redeveloping the frontstretch of Daytona, the Company's 54-year-old flagship motorsports facility, to enhance the event experience for its fans, marketing partners, broadcasters and the motorsports industry. The redevelopment of Daytona has been branded the Daytona Rising project.

As part of the Daytona Rising project, the Company has entered into a Design-Build Agreement with Barton Malow Company (“Barton Malow”), which obligates us to pay Barton Malow approximately $316.0 million for the completion of the work described in the Design-Build Agreement. The amount is a stipulated sum to be paid for the work, which may not change unless the Company requests a change in the scope of work. The Design-Build Agreement contains certain provisions and representations usual and customary for agreements of this type, including, among others, provisions regarding liquidated damages to be assessed for work that is not completed according to the agreed upon schedule, provisions regarding payment schedules, and provisions regarding bonding and liability insurance policies applicable to the work. In addition, the Design-Build Agreement contains customary provisions regarding termination, review and inspection of the work, warranties and the use of subcontractors.

The Company currently anticipates the Daytona Rising project to cost between $375.0 million to $400.0 million, excluding capitalized interest. Total expenditures incurred for the Daytona Rising project through May 31, 2013 were approximately $15.0 million. The Company expects to fund the Daytona Rising project from cash on hand, cash from its operations and may use borrowings on its credit facility for a limited period of time.

Upon review of the Design-Build agreement documents and drawings, the Company believes that there are assets with carrying values of approximately $50.0 million that may be impacted by the redevelopment and that those assets may require accelerated depreciation, impairments, or losses on disposal, over the next 26 months.

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Commitments and Contingencies

6 Months Ended

May 31, 2013

Text Block [Abstract]

Commitments and Contingencies

Commitments and Contingencies

In October 2002, the Unified Government issued subordinate sales tax special obligation revenue bonds (“2002 STAR Bonds”) totaling approximately $6.3 million to reimburse the Company for certain construction already completed on the second phase of the Kansas Speedway project and to fund certain additional construction. The 2002 STAR Bonds, which require annual debt service payments and are due December 1, 2022, will be retired with state and local taxes generated within the speedway’s boundaries and are not the Company’s obligation. KSC has agreed to guarantee the payment of principal and any required premium and interest on the 2002 STAR Bonds. At May 31, 2013, the Unified Government had approximately $1.7 million outstanding on 2002 STAR Bonds. Under a keepwell agreement, the Company has agreed to provide financial assistance to KSC, if necessary, to support KSC’s guarantee of the 2002 STAR Bonds.

In connection with the Company’s automobile and workers’ compensation insurance coverages and certain construction contracts, the Company has standby letter of credit agreements in favor of third parties totaling approximately $4.0 million at May 31, 2013. At May 31, 2013, there were no amounts drawn on the standby letters of credit.

Current Litigation

The Company is from time to time a party to routine litigation incidental to its business. Management does not believe that the resolution of any or all of such litigation will have a material adverse effect on the Company’s financial condition or results of operations. In addition, on February 23, 2013, during the last lap of the NASCAR Nationwide Series race at Daytona International Speedway ("Daytona"), an on-track incident resulted in debris from a race car entering the grandstands and injuring numerous spectators. Claims have been filed as a result of this incident, however the Company is confident that it has adequate insurance to cover any losses, in excess of its $1.5 million deductible, resulting from claims surrounding this incident.

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Document and Entity Information	6 Months Ended
	May 31, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	ISCA
Entity Registrant Name	INTERNATIONAL SPEEDWAY CORP
Entity Central Index Key	0000051548
Current Fiscal Year End Date	--11-30
Entity Filer Category	Large Accelerated Filer
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	26,491,488
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	20,004,819

XML

Segment Reporting

6 Months Ended

May 31, 2013

Text Block [Abstract]

Segment Reporting

Segment Reporting

The general nature of the Company’s business is a motorsports themed amusement enterprise, furnishing amusement to the public in the form of motorsports themed entertainment. The Company’s motorsports event operations consist principally of racing events at its major motorsports entertainment facilities. The reporting units within the motorsports segment portfolio are reviewed together as the nature of the products and services, the production processes used, the type or class of customer using our products and services, and the methods used to distribute our products or provide their services are consistent in objectives and principles, and predominately uniform and centralized throughout the Company. The Company’s remaining business units, which are comprised of the radio network production and syndication of numerous racing events and programs, certain souvenir merchandising operations not associated with the promotion of motorsports events at the Company’s facilities, construction management services, leasing operations, and financing and licensing operations are included in the “All Other” segment. The Company evaluates financial performance of the business units on operating profit after allocation of corporate general and administrative (“G&A”) expenses. Corporate G&A expenses are allocated to business units based on each business unit’s net revenues to total net revenues.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intersegment sales are accounted for at prices comparable to unaffiliated customers. The following tables provide segment reporting of the Company for the three months ended May 31, 2012 and 2013 (in thousands):

	Three Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	171,323	$	8,676		$	179,999
Depreciation and amortization	17,653		1,514			19,167
Operating income (loss)	32,707		462			33,169
Capital expenditures	12,335		961			13,296
Total assets	1,610,430		382,555			1,992,985
Equity investments	—		152,787			152,787
	Three Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	172,287	$	6,844		$	179,131
Depreciation and amortization	18,292		1,366			19,658
Operating income (loss)	37,568		(488		)	37,080
Capital expenditures	14,394		1,132			15,526
Total assets	1,600,572		426,040			2,026,612
Equity investments	—		141,129			141,129
	Six Months Ended May 31, 2012
	Motorsports Event		All Other			Total
Revenues	$	294,273	$	13,481		$	307,754
Depreciation and amortization	35,507		3,119			38,626
Operating income (loss)	64,090		(1,222		)	62,868
Capital expenditures	24,371		1,721			26,092
	Six Months Ended May 31, 2013
	Motorsports Event		All Other			Total
Revenues	$	296,287	$	11,801		$	308,088
Depreciation and amortization	36,740		2,760			39,500
Operating income (loss)	64,638		(2,411		)	62,227
Capital expenditures	20,133		1,499			21,632

Intersegment revenues were approximately $0.4 million and $0.8 million for the three months ended May 31, 2012 and 2013, respectively, and approximately $0.8 million and $1.2 million for the six months ended May 31, 2012 and 2013, respectively.

The Company recorded losses on asset retirements of approximately $5.7 million and $0.7 million, for the three months ended May 31, 2012 and 2013, respectively, and approximately $5.7 million and $2.3 million, for the six months endedMay 31, 2012 and 2013, respectively, and are primarily attributable to the removal of certain assets not fully depreciated. These losses were included in the Motorsports Event segment.