SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

AZTAR CORPORATION AND SUBSIDIARIES

FORM 10-Q

INDEX

2

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

3

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)(continued)
--------------------------------------------------
(in thousands, except share data)

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

4

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

5

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)(continued)
For the periods ended September 28, 2000 and September 30, 1999
---------------------------------------------------------------
(in thousands, except per share data)

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

6

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the periods ended September 28, 2000 and September 30, 1999
---------------------------------------------------------------
(in thousands)

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

7

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(continued)
For the periods ended September 28, 2000 and September 30, 1999
---------------------------------------------------------------
(in thousands)

8

AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
For the periods ended September 28, 2000 and September 30, 1999
---------------------------------------------------------------
(in thousands, except number of shares)

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

9

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Note 1: General
----------------
The consolidated financial statements reflect all adjustments, such adjustments being normal recurring accruals, which are necessary, in the opinion of management, for the fair presentation of the results of the interim periods; interim results, however, may not be indicative of the results for the full year.

The notes to the interim consolidated financial statements are presented to enhance the understanding of the financial statements and do not necessarily represent complete disclosures required by generally accepted accounting principles. There was no interest capitalized during the quarters or nine months ended 2000 or 1999. Capitalized costs related to various development projects, included in deferred charges and other assets, were $6,706,000 and $4,778,000 at September 28, 2000 and December 30, 1999, respectively. For additional information regarding significant accounting policies, Las Vegas Tropicana redevelopment, long-term debt, lease obligations, and other matters applicable to the Company, reference should be made to the Company's Annual Report to Shareholders for the year ended December 30, 1999.

Note 2: Investments in and Advances to Unconsolidated Partnership
-----------------------------------------------------------------
Following are summarized operating results for the Company¢ s unconsolidated partnership, accounted for using the equity method for the periods ended September 28, 2000 and September 30, 1999 (in thousands):

The Company's share of the above operating results, after intercompany eliminations, is as follows (in thousands):

10

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 3:  Long-term Debt
-----------------------
Long-term debt consists of the following (in thousands):

Note 4:  Other Long-term Liabilities
------------------------------------
Other long-term liabilities consist of the following (in thousands):

11

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

12

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 7: Earnings Per Share (continued)
---------------------------------------

AZTAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

Note 8: Contingencies and Commitments
--------------------------------------
The Company agreed to indemnify Ramada against all monetary judgments in lawsuits pending against Ramada and its subsidiaries as of the conclusion of the restructuring of Ramada (the "Restructuring") on December 20, 1989, as well as all related attorneys' fees and expenses not paid at that time, except for any judgments, fees or expenses accrued on the hotel business balance sheet and except for any unaccrued and unreserved aggregate amount up to $5,000,000 of judgments, fees or expenses related exclusively to the hotel business. Aztar is entitled to the benefit of any crossclaims or counterclaims related to such lawsuits and of any insurance proceeds received. In addition, the Company agreed to indemnify Ramada for various lease guarantees made by Ramada relating to the restaurant business. In connection with these matters, the Company has an accrued liability of $3,833,000 and $3,832,000 at September 28, 2000 and December 30, 1999, respectively.

The Company is a party to various other claims, legal actions and complaints arising in the ordinary course of business or asserted by way of defense or counterclaim in actions filed by the Company. Management believes that its defenses are substantial in each of these matters and that the Company's legal posture can be successfully defended without material adverse effect on its consolidated financial statements.

The Tropicana Las Vegas lease agreement contains a provision that requires the Company to maintain an additional security deposit with the lessor of $21,391,000 in cash or a letter of credit if the Tropicana Las Vegas operation fails to meet certain financial tests. The Company has a 50% partnership interest in the lessor.

The Company has severance agreements with certain of its senior executives. Severance benefits range from a lump-sum cash payment equal to three times the sum of the executive's annual base salary and the average of the executive's annual bonuses awarded in the preceding three years plus payment of the value in the executive's outstanding stock options and vesting and distribution of any restricted stock to a lump-sum cash payment equal to the executive's annual base salary. In certain agreements, the termination must be as a result of a change in control of the Company. Based upon current salary levels and stock options, the aggregate commitment under the severance agreements should all these executives be terminated was approximately $34,000,000 at September 28, 2000.

14

Item 2. Management's Discussion and Analysis

Financial Condition

Subsequent to the end of the third quarter, our board of directors authorized, on October 12, 2000, additional discretionary repurchases of up to 3.0 million shares of common stock. During the 2000 nine-month period, we repurchased 3,753,800 shares of common stock at prices ranging from $8.81 per share to $15.63 per share and at an average price of $12.39 per share. Purchases under our stock repurchase program are made from time to time in the open market or in privately negotiated transactions, depending upon market prices and other business factors.

Results of Operations

Nine Months Ended September 28, 2000 Compared to Nine Months Ended September 30, 1999

The Company's consolidated revenues in the 2000 nine-month period were $654.7 million, an 8% increase over $606.0 million in the 1999 nine-month period. Consolidated rooms revenue was $6.2 million or 13% higher in the 2000 versus 1999 nine-month period reflecting increases at Tropicana Atlantic City and Tropicana Las Vegas offset by slight decreases at Ramada Express and Casino Aztar Evansville. Consolidated operating income was $96.6 million in the 2000 nine-month period, a 36% improvement over $71.2 million in the 1999 nine-month period, reflecting improved operating results at all properties. The consolidated provision for doubtful accounts was $2.6 million or 44% lower in the 2000 versus 1999 nine-month period due to favorable risk analysis, a lower level of receivables and a lower level of table games play at Las Vegas Tropicana.

Consolidated interest expense was $10.6 million or 25% lower in the 2000 versus 1999 nine-month period. The decrease in interest expense was primarily a result of lower interest rates achieved through a refinancing of debt we completed in 1999.

For a discussion of income taxes and extraordinary items, refer to "Note 5: Income Taxes" and "Note 6: Extraordinary Items", respectively.

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $358.6 million in the 2000 nine-month period, up 10% from $326.0 million in the 1999 nine-month period. Casino revenue was 10% higher in the 2000 versus 1999 nine-month period, primarily reflecting an 11% increase in games revenue combined with a 9% increase in slot revenue. The increase in games revenue was a result of increases in the volume of play and the hold percentage. Rooms revenue was $2.4 million or 18% higher in the 2000 versus 1999 nine-month period primarily as a result of an increase in occupied rooms on a non-complimentary basis.

Tropicana Atlantic City had operating income of $68.3 million in the 2000 nine-month period, an 18% improvement over $57.9 million in the 1999 nine-month period. Consistent with the increases in casino revenue and rooms revenue, casino costs were 10% higher and rooms costs were 14% higher in the 2000 versus 1999 nine-month period. Operating income is after rent and

AZTAR CORPORATION AND SUBSIDIARIES

depreciation and amortization expenses. Rent expense was $1.8 million in the 2000 nine-month period compared to $2.0 million in the 1999 nine-month period. Depreciation and amortization was $19.5 million in the nine months ended 2000 compared to $19.1 million in the nine months ended 1999.

TROPICANA LAS VEGAS At Tropicana Las Vegas, total revenues were $117.3 million in the 2000 nine-month period, a 7% increase from $109.4 million in the 1999 nine-month period. Casino revenue was 5% lower in the 2000 versus 1999 nine-month period, primarily due to a 16% decrease in games revenue. Rooms revenue was $3.9 million or 14% higher in the 2000 versus 1999 nine-month period, primarily as a result of an increase in average daily rate combined with higher occupancy. Contributing to the increase in total revenue was an increase in revenue from retail shops and entertainment.

Tropicana Las Vegas had operating income of $6.9 million in the 2000 nine-month period compared to an operating loss of $4.2 million in the 1999 nine-month period. Casino costs were 12% lower in the 2000 versus 1999 nine-month period, primarily due to the decrease in games revenues. Consistent with the increase in rooms revenue, rooms costs were 6% higher in the 2000 versus 1999 nine-month period. Operating income or loss is after rent and depreciation and amortization expenses. Rent expense was $7.6 million in the 2000 nine-month period compared to $7.4 million in the 1999 nine-month period. Depreciation and amortization was $7.2 million in the 2000 nine-month period compared to $7.5 million in the 1999 nine-month period.

RAMADA EXPRESS At Ramada Express, total revenues were $75.3 million in the 2000 nine-month period, up 6% from $71.2 million in the 1999 nine-month period. Operating income was $13.6 million in the 2000 nine-month period, a 17% improvement over $11.6 million in the 1999 nine-month period. Operating income is after rent and depreciation and amortization expenses. Rent expense was $0.5 million in both periods. Depreciation and amortization was $4.0 million in the nine months ended 2000 compared to $3.6 million in the nine months ended 1999.

CASINO AZTAR EVANSVILLE Total revenues at Casino Aztar Evansville were $84.5 million in the 2000 nine-month period, up 4% from $81.0 million in the 1999 nine-month period. Operating income was $16.7 million in the 2000 nine-month period, a 4% improvement over $16.0 million in the 1999 nine-month period. Operating income is after rent and depreciation and amortization expenses. Rent expense was $2.6 million in both periods. Depreciation and amortization was $7.6 million in the 2000 nine-month period compared to $7.3 million in the 1999 nine-month period.

CASINO AZTAR CARUTHERSVILLE Total revenues at Casino Aztar Caruthersville were $19.0 million in the 2000 nine-month period, up 3% from $18.4 million in the 1999 nine-month period. Casino Aztar Caruthersville had operating income of $0.3 million in the nine months ended 2000 compared to an operating loss of $0.5 million in the nine months ended 1999. Operating income or loss is after depreciation and amortization of $2.3 million in the 2000 nine-month period compared to $2.4 million in the 1999 nine-month period.

AZTAR CORPORATION AND SUBSIDIARIES

Quarter Ended September 28, 2000 Compared to Quarter Ended September 30, 1999

The Company's consolidated revenues in the 2000 third quarter were $222.2 million, up 6% from $208.8 million in the 1999 third quarter. Consolidated rooms revenue was $2.6 million or 15% higher in the 2000 versus 1999 third quarter, reflecting increases at Tropicana Atlantic City and Tropicana Las Vegas offset by decreases at Ramada Express and Casino Aztar Evansville. Consolidated operating income was $33.8 million in the 2000 third quarter, a 25% improvement over $27.0 million in the 1999 third quarter. The consolidated provision for doubtful accounts was $1.0 million or 65% lower in the 2000 versus 1999 third quarter due to favorable risk analysis, a lower level of receivables and a lower level of table game play at Las Vegas Tropicana.

Consolidated interest expense was $2.8 million or 21% lower in the 2000 versus 1999 third quarter. The decrease in interest expense was primarily a result of lower interest rates achieved through a refinancing of debt we completed in 1999.

For a discussion of extraordinary items, refer to "Note 6: Extraordinary Items".

TROPICANA ATLANTIC CITY Total revenues at Tropicana Atlantic City were $126.6 million in the 2000 third quarter, up 8% from $117.2 million in the 1999 third quarter. Casino revenue was 8% higher in the 2000 versus 1999 third quarter, primarily reflecting a 7% increase in games revenue combined with an 8% increase in slot revenue. The increase in games revenue was a result of increases in the hold percentage and the volume of play. Rooms revenue was $1.2 million or 22% higher in the 2000 versus 1999 third quarter, primarily as a result of an increase in average daily rate combined with an increase in occupied rooms on a non-complimentary basis.

Tropicana Atlantic City had operating income of $27.2 million in the 2000 third quarter, an 11% improvement over $24.6 million in the 1999 third quarter. Consistent with the increases in casino revenue and rooms revenue, casino costs and room costs were 11% and 20% higher, respectively, in the 2000 versus 1999 third quarter. Operating income is after rent and depreciation and amortization expenses. Rent expense was $0.7 million in both periods. Depreciation and amortization was $6.4 million in both periods.

TROPICANA LAS VEGAS At Tropicana Las Vegas, total revenues were $38.3 million in the 2000 third quarter, a 6% increase from $36.1 million in the 1999 third quarter. Casino revenue was 9% lower in the 2000 versus 1999 third quarter, primarily due to a 23% decrease in games revenue combined with a 4% decrease in slot revenue. Rooms revenue was $1.5 million or 19% higher in the 2000 versus 1999 third quarter, primarily as a result of an increase in average daily rate combined with an increase in occupied rooms on a non-complimentary basis. Contributing to the increase in total revenue was an increase in revenue from retail shops and entertainment.

17

AZTAR CORPORATION AND SUBSIDIARIES

Tropicana Las Vegas had operating income of $2.1 million in the 2000 third quarter compared to an operating loss of $2.0 million in the 1999 third quarter. Casino costs were 13% lower in the 2000 versus 1999 third quarter, primarily due to the decrease in games revenue. Consistent with the increase in rooms revenue, rooms costs were 7% higher in the 2000 versus 1999 third quarter. Operating income or loss is after rent and depreciation and amortization expenses. Rent expense was $2.5 million in the 2000 third quarter compared to $2.4 million in the 1999 third quarter. Depreciation and amortization was $2.4 million in the third quarter of 2000 compared to $2.5 million in the third quarter of 1999.

RAMADA EXPRESS At Ramada Express, total revenues were $22.4 million in the 2000 third quarter, up 3% from $21.7 million in the 1999 third quarter. Operating income was $2.3 million in both periods. Operating income is after rent and depreciation and amortization expenses. Rent expense was $0.1 million in the 2000 third quarter compared to $0.2 million in the 1999 third quarter. Depreciation and amortization was $1.4 million in the third quarter of 2000 compared to $1.2 million in the third quarter of 1999.

CASINO AZTAR EVANSVILLE Total revenues at Casino Aztar Evansville were $28.8 million in the 2000 third quarter, up 6% from $27.2 million in the last year's third quarter. Operating income was $5.3 million in both periods. Operating income is after rent and depreciation and amortization expenses. Rent expense was $1.1 million in the third quarter of 2000 compared to $1.0 million in the third quarter of 1999. Depreciation and amortization was $2.6 million in the 2000 third quarter compared to $2.5 million in the 1999 third quarter.

CASINO AZTAR CARUTHERSVILLE Total revenues at Casino Aztar Caruthersville were $6.1 million in the 2000 third quarter, an 8% decrease from $6.6 million in the 1999 third quarter. Operating income for Casino Aztar Caruthersville was at break-even for the third quarter of 2000 compared to an operating loss of $0.2 million in the third quarter of 1999. Operating income or loss is after depreciation and amortization of $0.7 million in the 2000 third quarter compared to $0.9 million in the 1999 third quarter.

Other Matters

In June 1998, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards No. 133 entitled "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If specific conditions are met, a derivative may be specifically designated as a hedge of specific financial exposures. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and, if it is used in hedging activities, it depends on its effectiveness as a hedge. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS 133 should not be applied retroactively to financial statements of prior periods. Aztar will adopt SFAS 133 when required. Because of our minimal use of derivatives, we do not anticipate that the adoption of SFAS 133 will have a significant effect on Aztar's earnings or financial position.

18

AZTAR CORPORATION AND SUBSIDIARIES

Private Securities Litigation Reform Act

Certain information included in Aztar's 1999 Form 10-K, this Form 10-Q and other materials filed or to be filed by us with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by us including those made in Aztar's 1999 annual report) contains statements that are forward-looking. These include forward-looking statements relating to the following activities, among others: operation and expansion of existing properties, including future performance; redevelopment of the Las Vegas Tropicana and financing and/or concluding an arrangement with a partner for such redevelopment; other business development activities; uses of free cash flow; stock repurchases; debt repayments; and use of derivatives. Such forward-looking information involves important risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. These risks and uncertainties include, but are not limited to, the following factors as well as other factors described from time to time in Aztar's reports filed with the SEC: construction and development factors, including zoning issues, environmental restrictions, soil conditions, weather and other hazards, site access matters and building permit issues; factors affecting leverage and debt service, including sensitivity to fluctuation in interest rates; access to available and
feasible financing; regulatory and licensing approvals; third-party consents, approvals and representations, and relations with partners, owners, suppliers and other third parties; reliance on key personnel; business and economic conditions; market prices of our common stock; litigation, judicial actions and political uncertainties, including gaming legislation and taxation; and the effects of competition, including locations of competitors and operating and marketing competition. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 28, 2000, there were no material changes to the information incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 1999.

19

AZTAR CORPORATION AND SUBSIDIARIES

PART - II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

20

AZTAR CORPORATION AND SUBSIDIARIES

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.

21

AZTAR CORPORATION AND SUBSIDIARIES

Exhibit Index
-------------

E-1