##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

__________________

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

For the quarterly period ended June 12, 2001

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

Commission file numbers 33-89818, 33-96568, 333-08041, 333-57107 and 333-52612

CLUBCORP, INC.
(Exact name of registrant as specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 75-2778488         
|(State or other jurisdiction             |  | (I.R.S. employer   
|                                        
|                                        
|                                        
|                                        
|of incorporation or organization)        |  | identification no.)
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|3030 LBJ Freeway, Suite 700              |  | Dallas, Texas 75234
|                                        
|                                        
|                                        
|                                        
|(Address of principal executive offices) |  | (Zip Code)         

Registrants telephone number, including area code: (972) 243-6191

Former name, former address and former fiscal year,
if changed since last report: NONE

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

The number of shares of the Registrants Common Stock outstanding as of July
24, 2001 was 93,925,450.





---

TABLE OF CONTENTS



|                              |                                                                                               |                                                      |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                              |                                                                                               | INDEPENDENT ACCOUNTANTS REVIEW REPORT              
|                              |                                                                                               | Consolidated Balance Sheet                          
|                              |                                                                                               | Consolidated Statement of Operations                
|                              |                                                                                               | Consolidated Statement of Cash Flows                
|                              |                                                                                               | Condensed Notes to Consolidated Financial Statements
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
|PART II. OTHER INFORMATION   
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                   
|INDEX TO EXHIBITS            
|EX-15.1 Letter from KPMG LLP 
|EX-24.1 - Power of Attorney  



---



##### Table of Contents



CLUBCORP, INC.

INDEX

|         |  |                                                                                       |  |  |    | 
|-------- |  | ------------------------------------------------------------------------------------- |  |  | -- | 
|Part I.  |  | FINANCIAL INFORMATION                                                                
|        
|        
|        
|        
|Item 1.  |  | Financial Statements:                                                                
|        
|        
|        
|        
|         |  | Independent Accountants Review Report                                                |  |  | 1  | 
|        
|        
|        
|        
|         |  | Consolidated Balance Sheet                                                            |  |  | 2  | 
|        
|        
|        
|        
|         |  | Consolidated Statement of Operations                                                  |  |  | 3  | 
|        
|        
|        
|        
|         |  | Consolidated Statement of Cash Flows                                                  |  |  | 4  | 
|        
|        
|        
|        
|         |  | Condensed Notes to Consolidated Financial Statements                                  |  |  | 5  | 
|        
|        
|        
|        
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |  | 9  | 
|        
|        
|        
|        
|Part II. |  | OTHER INFORMATION                                                                    
|        
|        
|        
|        
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  |  | 19 | 
|        
|        
|        
|        
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                      |  |  | 19 | 





---



##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

INDEPENDENT ACCOUNTANTS REVIEW REPORT




The Board of Directors and Stockholders
ClubCorp, Inc.:

We have reviewed the consolidated balance sheet of ClubCorp, Inc. and
subsidiaries (ClubCorp) as of June 12, 2001, and the related consolidated
statements of operations for the twelve weeks and twenty four weeks ended June
12, 2001 and June 13, 2000 and cash flows for the twenty four weeks ended June
12, 2001 and June 13, 2000. These consolidated financial statements are the
responsibility of ClubCorps management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States
of America, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.

As discussed in Note 2 to the accompanying consolidated financial statements,
ClubCorp changed its method of accounting for derivative instruments and
hedging activities on December 27, 2000.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
ClubCorp as of December 26, 2000 and the related consolidated statements of
operations, stockholders equity and comprehensive income (loss), and cash
flows for the year then ended (not presented herein); and in our report dated
February 23, 2001, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 26, 2000, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.



| | KPMG LLP
| | --------

Dallas, Texas
July 17, 2001

1



---



##### Table of Contents



ClubCorp, Inc.

---

Consolidated Balance Sheet
(Dollars in thousands, except share amounts)
(Unaudited)




|                                                      |                                                       |                                                 |                            |                              |         |              |           |         |          |         |           | 
|----------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------------- | -------------------------- | ---------------------------- | ------- | ------------ | --------- | ------- | -------- | ------- | --------- | 
|                                                      |                                                       |                                                 |                            |                              |         | December 26, |           |         | June 12, |        
|                                                      | Assets                                                |                                                 | 2000                       |                              |         | 2001         |          
|                                                      |                                                       |                                                 |                            |                              |         |              |          
|Current assets:                                      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Cash and cash equivalents                             |                                                 | $                          | 24,771                       |         |              | $         | 9,153   |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Membership and other receivables, net                 |                                                 |                            | 122,158                      |         |              |           | 118,799 |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Inventories                                           |                                                 |                            | 23,369                       |         |              |           | 25,275  |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other assets                                          |                                                 |                            | 20,517                       |         |              |           | 25,016  |         
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                      |                                                       |                                                 | Total current assets       |                              |         | 190,815      |           |         |          | 178,243 |          
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Property and equipment, net                           |                                                       |                                                 | 1,295,435                  |                              |         |              | 1,312,725 |        
|                                                     
|                                                     
|                                                     
|                                                     
|Other assets                                          |                                                       |                                                 | 259,331                    |                              |         |              | 247,735   |        
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                      |                                                       |                                                 |                            | Total assets                 |         | $            | 1,745,581 |         |          | $       | 1,738,703 | 
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | Liabilities and Stockholders Equity           
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Current liabilities:                                 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Accounts payable and accrued liabilities              |                                                 | $                          | 78,315                       |         |              | $         | 65,794  |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Long-term debt  current portion                      |                                                 |                            | 49,326                       |         |              |           | 51,022  |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other liabilities                                     |                                                 |                            | 116,181                      |         |              |           | 116,853 |         
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                      |                                                       |                                                 | Total current liabilities  |                              |         | 243,822      |           |         |          | 233,669 |          
|                                                     
|                                                     
|                                                     
|                                                     
|Long-term debt                                        |                                                       |                                                 | 643,078                    |                              |         |              | 641,203   |        
|                                                     
|                                                     
|                                                     
|                                                     
|Other liabilities                                     |                                                       |                                                 | 143,284                    |                              |         |              | 165,035   |        
|                                                     
|                                                     
|                                                     
|                                                     
|Membership deposits                                   |                                                       |                                                 | 104,757                    |                              |         |              | 108,809   |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Redemption value of common stock held by benefit plan |                                                       |                                                 | 66,379                     |                              |         |              | 67,858    |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Stockholders equity:                                
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Preferred stock, $.01 par value, 150,000,000 shares  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | authorized, none issued or outstanding          |                            |                              |        |              |           |         |         |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Common stock, $.01 par value, 250,000,000 shares     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | authorized, 99,594,408 issued, 94,105,475      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | outstanding at December 26, 2000 and 93,925,450
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | outstanding at June 12, 2001                    |                            |                              | 996     |              |           |         | 996      |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Additional paid-in capital                            |                                                 |                            | 161,684                      |         |              |           | 161,674 |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Accumulated other comprehensive loss                  |                                                 |                            | (4,080                       | )       |              |           | (10,457 | )       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Retained earnings                                     |                                                 |                            | 439,802                      |         |              |           | 427,346 |         
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Treasury stock, 5,488,933 shares at December 26, 2000
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                       | and 5,668,958 shares at June 12, 2001           |                            |                              | (54,141 | )            |           |         | (57,430  | )      
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                      |                                                       |                                                 | Total stockholders equity |                              |         | 544,261      |           |         |          | 522,129 |          
|                                                      |                                                       |                                                 |                            |                              |         |             
|                                                      |                                                       |                                                 |                            | Total liabilities and equity |         | $            | 1,745,581 |         |          | $       | 1,738,703 | 
|                                                      |                                                       |                                                 |                            |                              |         |             

See accompanying condensed notes to consolidated
financial statements.

2



---



##### Table of Contents



ClubCorp, Inc.

---

Consolidated Statement of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)




|                                                                    |  |                |         |   |                |   |         |          |  |   |          |   |  |   |         |  
|------------------------------------------------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | -------- |  | - | -------- | - |  | - | ------- | -
|                                                                    |  | 12 Weeks Ended |         |   | 24 Weeks Ended |  
|                                                                    |  |                |         |   |                |  
|                                                                    |  | June 13,       |         |   | June 12,       |   |         | June 13, |  |   | June 12, |  
|                                                                    |  | 2000           |         |   | 2001           |   |         | 2000     |  |   | 2001     |  
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  
|Operating revenues                                                  |  | $              | 266,020 |   |                | $ | 263,735 |          |  | $ | 467,221  |   |  | $ | 463,501 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Operating costs and expenses                                        |  |                | 204,089 |   |                |   | 198,960 |          |  |   | 374,369  |   |  |   | 368,437 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Depreciation and amortization                                       |  |                | 19,856  |   |                |   | 21,855  |          |  |   | 39,040   |   |  |   | 43,684  |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Selling, general and administrative expenses                        |  |                | 20,666  |   |                |   | 19,723  |          |  |   | 38,921   |   |  |   | 38,310  |  
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  
|Operating income                                                    |  |                | 21,409  |   |                |   | 23,197  |          |  |   | 14,891   |   |  |   | 13,070  |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Interest expense                                                    |  |                | (11,445 | ) |                |   | (13,872 | )        |  |   | (22,650  | ) |  |   | (29,871 | )
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other income                                                        |  |                | 1,685   |   |                |   | 618     |          |  |   | 2,292    |   |  |   | 1,455   |  
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  
|Income (loss) from operations before income
tax benefit (provision) |  |                | 11,649  |   |                |   | 9,943   |          |  |   | (5,467   | ) |  |   | (15,346 | )
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Income tax benefit (provision)                                      |  |                | (5,347  | ) |                |   | (4,242  | )        |  |   | (361     | ) |  |   | 4,369   |  
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  
|Net income (loss)                                                   |  | $              | 6,302   |   |                | $ | 5,701   |          |  | $ | (5,828   | ) |  | $ | (10,977 | )
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  
|Basic and diluted income (loss) per share                           |  | $              | .07     |   |                | $ | .06     |          |  | $ | (.06     | ) |  | $ | (.12    | )
|                                                                    |  |                |         |   |                |   |         |          |  |   |          |  

See accompanying condensed notes to consolidated
financial statements.

3



---



##### Table of Contents



ClubCorp, Inc.

---

Consolidated Statement of Cash Flows
(Dollars in thousands)
(Unaudited)




|                                                 |                                                                           |                                                              |                                               |         |                |          |         |          |        |         |  
|------------------------------------------------ | ------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------------- | ------- | -------------- | -------- | ------- | -------- | ------ | ------- | -
|                                                 |                                                                           |                                                              |                                               |         | 24 Weeks Ended |         
|                                                 |                                                                           |                                                              |                                               |         |                |         
|                                                 |                                                                           |                                                              |                                               |         | June 13,       |          |         | June 12, |       
|                                                 |                                                                           |                                                              |                                               |         | 2000           |          |         | 2001     |       
|                                                 |                                                                           |                                                              |                                               |         |                |          |         |          |       
|Cash flows from operations:                     
|                                                
|                                                
|                                                
|                                                
|                                                 | Net loss                                                                  |                                                              | $                                             | (5,828  | )              |          | $       | (10,977  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to cash flows provided from operations:
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Depreciation and amortization                                |                                               |         | 39,040         |          |         |          | 43,684 |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Amortization of discount on membership deposits              |                                               |         | 4,441          |          |         |          | 4,181  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Write off of investment in joint venture                     |                                               |         |               |          |         |          | 2,557  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Gain on divestitures and sale of assets                      |                                               |         | (16            | )        |         |          | (2,248 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Deferred income taxes                                        |                                               |         | (770           | )        |         |          | (5,715 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Decrease in real estate held for sale                        |                                               |         | 6,221          |          |         |          | 4,239  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Decrease (increase) in membership and other receivables, net |                                               |         | (5,414         | )        |         |          | 3,484  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Decrease in accounts payable and accrued liabilities         |                                               |         | (4,280         | )        |         |          | (7,101 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Net change in deferred membership revenues                   |                                               |         | 4,260          |          |         |          | 3,760  |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                           | Other                                                        |                                               |         | 1,658          |          |         |          | 2,142  |        
|                                                 |                                                                           |                                                              |                                               |         |                |         
|                                                 |                                                                           |                                                              | Cash flows provided from operations           |         |                | 39,312   |         |          |        | 38,006  |  
|                                                
|                                                
|                                                
|                                                
|Cash flows from investing activities:           
|                                                
|                                                
|                                                
|                                                
|                                                 | Additions to property and equipment                                       |                                                              |                                               | (82,363 | )              |          |         | (60,431  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Development of new facilities                                             |                                                              |                                               | (20,392 | )              |          |         | (25,465  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Development of real estate held for sale                                  |                                                              |                                               | (11,784 | )              |          |         | (2,214   | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Acquisition of facilities                                                 |                                                              |                                               | (1,010  | )              |          |         |         |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Investment in affiliates                                                  |                                                              |                                               | (5,101  | )              |          |         |         |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from dispositions, net                                           |                                                              |                                               | 2,360   |                |          |         | 20,730   |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Other                                                                     |                                                              |                                               | (865    | )              |          |         | 2,193    |       
|                                                 |                                                                           |                                                              |                                               |         |                |         
|                                                 |                                                                           |                                                              | Cash flows used by investing activities       |         |                | (119,155 | )       |          |        | (65,187 | )
|                                                
|                                                
|                                                
|                                                
|Cash flows from financing activities:           
|                                                
|                                                
|                                                
|                                                
|                                                 | Borrowings of long-term debt                                              |                                                              |                                               | 97,847  |                |          |         | 31,100   |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayments of long-term debt                                              |                                                              |                                               | (10,185 | )              |          |         | (17,467  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Membership deposits received, net                                         |                                                              |                                               | 1,198   |                |          |         | 995      |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Treasury stock transactions, net                                          |                                                              |                                               | (5,366  | )              |          |         | (3,065   | )     
|                                                 |                                                                           |                                                              |                                               |         |                |         
|                                                 |                                                                           |                                                              | Cash flows provided from financing activities |         |                | 83,494   |         |          |        | 11,563  |  
|                                                 |                                                                           |                                                              |                                               |         |                |         
|Total net cash flows                             |                                                                           |                                                              | 3,651                                         |         |                |          | (15,618 | )       
|                                                 |                                                                           |                                                              |                                               |         |                |         
|Cash and cash equivalents at beginning of period |                                                                           |                                                              | 36,606                                        |         |                |          | 24,771  |         
|                                                 |                                                                           |                                                              |                                               |         |                |         
|Cash and cash equivalents at end of period       |                                                                           | $                                                            | 40,257                                        |         |                | $        | 9,153   |         
|                                                 |                                                                           |                                                              |                                               |         |                |         

See accompanying condensed notes to consolidated
financial statements.

4



---



##### Table of Contents



ClubCorp, Inc.

---

Condensed Notes to Consolidated Financial Statements




Note 1.   Summary of significant accounting policies

Consolidation

The Consolidated Financial Statements include the accounts of ClubCorp, Inc.
(Parent) and its subsidiaries (collectively ClubCorp). All material
intercompany balances and transactions have been eliminated.

Interim presentation

The accompanying Consolidated Financial Statements have been prepared by
ClubCorp and are unaudited. Certain information and footnote disclosures
normally included in financial statements presented in accordance with
accounting principles generally accepted in the United States of America have
been omitted from the accompanying statements. ClubCorps management believes
the disclosures made are adequate to make the information presented not
misleading. However, the financial statements should be read in conjunction
with the Consolidated Financial Statements and notes thereto of ClubCorp for
the year ended December 26, 2000 which are a part of ClubCorps Form 10-K.

In the opinion of ClubCorp management, the accompanying unaudited Consolidated
Financial Statements reflect all adjustments necessary (consisting of normal
recurring accruals) to present fairly the consolidated financial position of
ClubCorp as of June 12, 2001, the consolidated results of operations for the 12
and 24 weeks ended June 13, 2000 and June 12, 2001 and cash flows for the 24
weeks ended June 13, 2000 and June 12, 2001. Interim results are not
necessarily indicative of fiscal year performance because of the impact of
seasonal and short-term variations and other factors such as timing of
acquisitions and dispositions of facilities.

Recent pronouncement

On July 20, 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 Goodwill and Other Intangible Assets. This statement will be
effective for fiscal years beginning after December 15, 2001. Under the
provisions of FAS 142, the cost of certain of the Companys intangible assets
will no longer be subject to amortization. Management has not made a final
determination as to the impact of this new pronouncement on its Consolidated
Balance Sheet or Statement of Operations.

Reclassifications

Certain amounts previously reported have been reclassified to conform with the
current period presentation.

Note 2.   Derivative instruments

Effective December 27, 2000, ClubCorp adopted Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended and interpreted. The adoption of FAS 133 resulted in
recording $2,119,000, net of $1,141,000 income tax benefit, in accumulated
other comprehensive loss for the cumulative effect of the accounting change as
of December 27, 2000. ClubCorp also recorded $201,000 as interest expense for
the cumulative ineffective portion of these instruments because the impact on
the Consolidated Statement of Operations was not significant.

As of June 12, 2001, ClubCorp had interest rate swap contracts to pay fixed
rates of interest (ranging from 5.20% to 7.21%) and receive variable rates of
interest based on LIBOR on an aggregate of $399.0 million notional amount of
indebtedness with maturity dates ranging from July 2001 through September 2003.
These hedges are highly effective, however, for the 12 and 24 weeks ended June
12, 2001, ClubCorp recorded $8,000 and $196,000, respectively, as interest
expense for the ineffective portion of these instruments. The aggregate fair
market value of all interest rate swap contracts was ($8,425,000) on June 12,
2001 and is included in other liabilities on the Consolidated Balance Sheet.

5



---



##### Table of Contents



ClubCorp, Inc.

---

Note 3.   Operating revenues

ClubCorp recognizes revenues from the following sources:

|                             |                          |   |                |         |  |                |        |         |          |   |         |          |  |   |         |         | 
|---------------------------- | ------------------------ | - | -------------- | ------- |  | -------------- | ------ | ------- | -------- | - | ------- | -------- |  | - | ------- | ------- | 
|                             |                          |   | 12 Weeks Ended |         |  | 24 Weeks Ended |       
|                             |                          |   |                |         |  |                |       
|                             |                          |   | June 13,       |         |  | June 12,       |        |         | June 13, |   |         | June 12, | 
|                             |                          |   | 2000           |         |  | 2001           |        |         | 2000     |   |         | 2001     | 
|                             |                          |   |                |         |  |                |        |         |          |   |         |          | 
|Membership fees and deposits |                          | $ | 10,832         |         |  | $              | 8,841  |         |          | $ | 20,708  |          |  | $ | 18,549  |        
|                            
|                            
|                            
|                            
|Membership dues              |                          |   | 74,085         |         |  |                | 77,129 |         |          |   | 149,079 |          |  |   | 153,820 |        
|                            
|                            
|                            
|                            
|Golf operations revenues     |                          |   | 62,276         |         |  |                | 63,109 |         |          |   | 95,551  |          |  |   | 95,861  |        
|                            
|                            
|                            
|                            
|Food and beverage revenues   |                          |   | 71,178         |         |  |                | 68,837 |         |          |   | 124,724 |          |  |   | 121,762 |        
|                            
|                            
|                            
|                            
|Lodging revenues             |                          |   | 19,286         |         |  |                | 17,588 |         |          |   | 27,945  |          |  |   | 27,095  |        
|                            
|                            
|                            
|                            
|Other revenues               |                          |   | 28,363         |         |  |                | 28,231 |         |          |   | 49,214  |          |  |   | 46,414  |        
|                             |                          |   |                |         |  |                |        |         |          |   |         |         
|                             | Total operating revenues |   | $              | 266,020 |  |                | $      | 263,735 |          |   | $       | 467,221  |  |   | $       | 463,501 | 
|                             |                          |   |                |         |  |                |        |         |          |   |         |         

Note 4.   Income tax benefit (provision)

The income tax benefit (provision) for the 12 and 24 weeks ended June 13, 2000
and June 12, 2001 differs from amounts computed by applying the U.S. Federal
tax rate of 35% to income (loss) from operations before income tax benefit
(provision) primarily due to foreign and state income taxes, net of Federal
benefit, and the effect of consolidated operations of foreign and other
entities not consolidated for Federal income tax purposes.

Note 5.   Weighted average shares

The following table summarizes the weighted average number of shares used to
calculate basic and diluted earnings per share:

|                                             |          |  |                |           |  |                |            |           |          |  |            |          |  |  |            |   | 
|-------------------------------------------- | -------- |  | -------------- | --------- |  | -------------- | ---------- | --------- | -------- |  | ---------- | -------- |  |  | ---------- | - | 
|                                             |          |  | 12 Weeks Ended |           |  | 24 Weeks Ended |           
|                                             |          |  |                |           |  |                |           
|                                             |          |  | June 13,       |           |  | June 12,       |            |           | June 13, |  |            | June 12, | 
|                                             |          |  | 2000           |           |  | 2001           |            |           | 2000     |  |            | 2001     | 
|                                             |          |  |                |           |  |                |            |           |          |  |            |          | 
|Weighted average shares outstanding          |          |  | 94,291,570     |           |  |                | 94,070,736 |           |          |  | 94,383,772 |          |  |  | 94,081,500 |  
|                                            
|                                            
|                                            
|                                            
|Incremental shares from assumed conversions:
|                                            
|                                            
|                                            
|                                            
|                                             | Options  |  |                | 1,343,530 |  |                |            | 1,048,292 |          |  |            |         |  |  |            |  | 
|                                            
|                                            
|                                            
|                                            
|                                             | Warrants |  |                | 5,037     |  |                |            |          |          |  |            |         |  |  |            |  | 
|                                             |          |  |                |           |  |                |            |           |          |  |            |         
|Diluted weighted average shares              |          |  | 95,640,137     |           |  |                | 95,119,028 |           |          |  | 94,383,772 |          |  |  | 94,081,500 |  
|                                             |          |  |                |           |  |                |            |           |          |  |            |         

Diluted weighted average shares for the 12 weeks ended June 13, 2000 and June
12, 2001 exclude the assumed conversion of 1,062,150 and 2,429,800 options,
respectively, due to their antidilutive effect. Diluted weighted average
shares for the 24 weeks ended June 13, 2000 and June 12, 2001 exclude
incremental shares from assumed conversion of 1,435,335 and 1,033,382 shares,
respectively, due to the net losses for the periods.

6



---



##### Table of Contents



ClubCorp, Inc.

---

Note 6.   Property and equipment

Property and equipment consists of the following (dollars in thousands):

|                                          |  |              |           |   |          |   |           |  
|----------------------------------------- |  | ------------ | --------- | - | -------- | - | --------- | -
|                                          |  | December 26, |           |   | June 12, |  
|                                          |  | 2000         |           |   | 2001     |  
|                                          |  |              |           |   |          |  
|Land and land improvements                |  | $            | 623,516   |   |          | $ | 641,325   |  
|                                         
|                                         
|                                         
|                                         
|Buildings and recreational facilities     |  |              | 432,645   |   |          |   | 425,477   |  
|                                         
|                                         
|                                         
|                                         
|Leasehold improvements                    |  |              | 110,643   |   |          |   | 119,543   |  
|                                         
|                                         
|                                         
|                                         
|Furniture and fixtures                    |  |              | 131,078   |   |          |   | 133,232   |  
|                                         
|                                         
|                                         
|                                         
|Machinery and equipment                   |  |              | 274,440   |   |          |   | 274,919   |  
|                                         
|                                         
|                                         
|                                         
|Construction in progress                  |  |              | 126,981   |   |          |   | 153,552   |  
|                                          |  |              |           |   |          |  
|                                          |  |              | 1,699,303 |   |          |   | 1,748,048 |  
|                                         
|                                         
|                                         
|                                         
|Accumulated depreciation and amortization |  |              | (403,868  | ) |          |   | (435,323  | )
|                                          |  |              |           |   |          |  
|                                          |  | $            | 1,295,435 |   |          | $ | 1,312,725 |  
|                                          |  |              |           |   |          |  

Note 7.   Comprehensive income (loss)

The following summarizes the components of comprehensive income (loss) (dollars in thousands):

|                                                                                                                 |  |                |        |   |                |   |       |          |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | - | -------------- | - | ----- | -------- |  | - | -------- | - |  | - | ------- | -
|                                                                                                                 |  | 12 Weeks Ended |        |   | 24 Weeks Ended |  
|                                                                                                                 |  |                |        |   |                |  
|                                                                                                                 |  | June 13,       |        |   | June 12,       |   |       | June 13, |  |   | June 12, |  
|                                                                                                                 |  | 2000           |        |   | 2001           |   |       | 2000     |  |   | 2001     |  
|                                                                                                                 |  |                |        |   |                |   |       |          |  |   |          |  
|Net income (loss)                                                                                                |  | $              | 6,302  |   |                | $ | 5,701 |          |  |   | (5,828   | ) |  |   | (10,977 | )
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Cumulative effect of change in accounting for derivative
instruments and hedging activities, net of income taxes |  |                |       |   |                |   |      |          |  |   |         |   |  |   | (2,119  | )
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Changes in fair value of derivative instruments and hedging
activities, net of income taxes                      |  |                |       |   |                |   | (285  | )        |  |   |         |   |  |   | (3,099  | )
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Foreign currency translation adjustment                                                                          |  |                | (1,294 | ) |                |   | 1,895 |          |  |   | (2,017   | ) |  |   | (1,159  | )
|                                                                                                                 |  |                |        |   |                |   |       |          |  |   |          |  
|Total comprehensive income (loss)                                                                                |  | $              | 5,008  |   |                | $ | 7,311 |          |  | $ | (7,845   | ) |  | $ | (17,354 | )
|                                                                                                                 |  |                |        |   |                |   |       |          |  |   |          |  

7



---



##### Table of Contents



ClubCorp, Inc.

---

Note 8.   Segment reporting

ClubCorp operations are organized into three principal business segments
according to the type of facility or service provided: country club and golf
facilities, business and sports clubs and resorts. Management uses Adjusted
EBITDA to monitor the performance of the Company and its facilities. Adjusted
EBITDA consists of EBITDA, an industry standard calculation of earnings before
interest, taxes, depreciation and amortization, gain (loss) on divestitures and
disposal of assets, adjusted for net membership deposits and fees, and a joint
venture adjustment. Financial information for the segments is as follows
(dollars in thousands):

|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |         |         |          |   |         |         |         |  
|------------------- | -------------------------------- | ------------------------------------------------ | -------------------------------------------------- | ------- | -------------- | ------- | - | -------------- | ------- | ------- | -------- | ------- | ------- | -------- | - | ------- | ------- | ------- | -
|                    |                                  |                                                  |                                                    |         | 12 Weeks Ended |         |   | 24 Weeks Ended |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |        
|                    |                                  |                                                  |                                                    |         | June 13,       |         |   | June 12,       |         |         | June 13, |         |         | June 12, |  
|                    |                                  |                                                  |                                                    |         | 2000           |         |   | 2001           |         |         | 2000     |         |         | 2001     |  
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |         |         |          |  
|Operating revenues:
|                   
|                   
|                   
|                   
|                    | Country club and golf facilities |                                                  | $                                                  | 125,068 |                |         | $ | 129,472        |         |         | $        | 225,322 |         |          | $ | 230,343 |        
|                   
|                   
|                   
|                   
|                    | Business and sports clubs        |                                                  |                                                    | 60,439  |                |         |   | 57,846         |         |         |          | 118,882 |         |          |   | 114,061 |        
|                   
|                   
|                   
|                   
|                    | Resorts                          |                                                  |                                                    | 61,256  |                |         |   | 60,187         |         |         |          | 91,576  |         |          |   | 93,277  |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|                    |                                  | Total operating revenues for
reportable segments |                                                    |         | 246,763        |         |   |                | 247,505 |         |          |         | 435,780 |          |   |         | 437,681 |        
|                   
|                   
|                   
|                   
|                    | Other operations                 |                                                  |                                                    | 14,195  |                |         |   | 12,450         |         |         |          | 21,942  |         |          |   | 18,902  |        
|                   
|                   
|                   
|                   
|                    | Corporate services               |                                                  |                                                    | 5,062   |                |         |   | 3,780          |         |         |          | 9,499   |         |          |   | 6,918   |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|                    |                                  | Consolidated operating revenues                  |                                                    | $       | 266,020        |         |   | $              | 263,735 |         |          | $       | 467,221 |          |   | $       | 463,501 |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|Adjusted EBITDA:   
|                   
|                   
|                   
|                   
|                    | Country club and golf facilities |                                                  | $                                                  | 35,965  |                |         | $ | 37,153         |         |         | $        | 58,272  |         |          | $ | 57,607  |        
|                   
|                   
|                   
|                   
|                    | Business and sports clubs        |                                                  |                                                    | 7,783   |                |         |   | 7,692          |         |         |          | 13,715  |         |          |   | 13,403  |        
|                   
|                   
|                   
|                   
|                    | Resorts                          |                                                  |                                                    | 19,040  |                |         |   | 16,292         |         |         |          | 14,528  |         |          |   | 14,643  |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|                    |                                  | Total Adjusted EBITDA
for reportable segments    |                                                    |         | 62,788         |         |   |                | 61,137  |         |          |         | 86,515  |          |   |         | 85,653  |        
|                   
|                   
|                   
|                   
|                    | Other operations                 |                                                  |                                                    | 1,109   |                |         |   | 411            |         |         |          | 921     |         |          |   | (1,014  | )      
|                   
|                   
|                   
|                   
|                    | Corporate services               |                                                  |                                                    | (13,231 | )              |         |   | (13,265        | )       |         |          | (21,665 | )       |          |   | (23,801 | )      
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|                    |                                  | Consolidated Adjusted EBITDA                     |                                                    |         | 50,666         |         |   |                | 48,283  |         |          |         | 65,771  |          |   |         | 60,838  |        
|                   
|                   
|                   
|                   
|                    |                                  |                                                  | Depreciation and amortization                      |         |                | (19,856 | ) |                |         | (21,855 | )        |         |         | (39,040  | ) |         |         | (43,684 | )
|                   
|                   
|                   
|                   
|                    |                                  |                                                  | Gain (loss) on divestitures and
disposal of assets |         |                | (233    | ) |                |         | (73     | )        |         |         | 16       |   |         |         | (309    | )
|                   
|                   
|                   
|                   
|                    |                                  |                                                  | Net membership deposits and fees                   |         |                | (8,246  | ) |                |         | (3,112  | )        |         |         | (10,041  | ) |         |         | (3,287  | )
|                   
|                   
|                   
|                   
|                    |                                  |                                                  | Joint venture adjustment                           |         |                | (922    | ) |                |         | (46     | )        |         |         | (1,815   | ) |         |         | (488    | )
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        
|                    |                                  | Consolidated operating income                    |                                                    | $       | 21,409         |         |   | $              | 23,197  |         |          | $       | 14,891  |          |   | $       | 13,070  |        
|                    |                                  |                                                  |                                                    |         |                |         |   |                |         |         |          |        

Note 9.   Contingencies

ClubCorp is subject to certain pending or threatened litigation and other
claims. Management, after review and consultation with legal counsel, believes
that any potential liability arising from resolution of these matters will not
materially affect ClubCorps consolidated financial position and results of
operations.

8



---



##### Table of Contents



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




Introduction

ClubCorp, Inc. (referred to as ClubCorp ® or the Company) is
a holding company incorporated under the laws of the State of Delaware that,
through its subsidiaries, owns, operates and/or manages country clubs, golf
clubs, public golf courses, business clubs, sports clubs, resorts, and certain
related real estate through sole ownership, partial ownership (including joint
venture interests) and management agreements. The Companys primary sources of
revenue include membership dues, membership fees and deposits, food and
beverage operations, golf operations and lodging. The Company also receives
management fees with respect to facilities that it manages for third parties.

The earliest predecessor corporation of ClubCorp was organized in 1957
under the name Country Clubs, Inc. All historical references herein to ClubCorp
include Country Clubs, Inc. and its successor corporations. For purposes of
this document, unless the context indicates otherwise, references to the
Company include ClubCorp and its subsidiaries. However, each of ClubCorp and
its subsidiaries is careful to maintain its separate legal existence, and
general references to the Company should not be interpreted to reduce in any
way the legal distinctions among the subsidiaries or among ClubCorp and its
subsidiaries.

The following discussion of the Companys financial condition and results
of operations for the 12 and 24 weeks ended June 13, 2000 and June 12, 2001
should be read in conjunction with the Companys Annual Report on Form 10-K for
the year ended December 26, 2000, as filed with the Securities and Exchange
Commission.

Results of Operations

12 Weeks Ended June 13, 2000 Compared to 12 Weeks Ended June 12, 2001

Consolidated Operations

Operating revenues decreased to $263.7 million for the 12 weeks ended June
12, 2001 from $266.0 million for the 12 weeks ended June 13, 2000. This
decrease is primarily due to decreases in food and beverage revenues
attributable to the divestiture of facilities and decreased lodging revenues
attributable to lower group business at the Companys resorts as a result of
the slowdown in the nations economy. This decrease is offset by an increase
in membership dues at the Companys private clubs due to price increases and
the introduction of a new level of Associate Club benefit, Signature Gold,
which provides enhanced privileges at a select group of the Companys
properties.

Operating income increased to $23.2 million for the 12 weeks ended June
12, 2001 from $21.4 million for the 12 weeks ended June 13, 2000. This
increase is due to lower operating costs and expenses and decreased selling,
general and administrative expenses, offset by increased depreciation and
amortization. Operating costs and expenses and selling, general and
administrative expenses have declined as a result of expense controls put in
place in response to the decrease in revenues at the Companys facilities.
These expense controls are offset by $2.0 million of property losses primarily
related to flooding at several of the Companys Houston area clubs, and
severance expenses related to various cost cutting initiatives that the Company
has undertaken in its corporate and other administrative functions.
Depreciation and amortization increased due to recent capital expansions
completed at existing facilities and increased usage of technology related
assets with shorter depreciable lives.

Income from operations before income taxes decreased to $9.9 million for
the 12 weeks ended June 12, 2001 from $11.6 million for the 12 weeks ended June
13, 2000. This decrease is primarily due to an increase in interest expense as
a result of higher levels of outstanding debt due to financing needs for
capital expansions at existing facilities and development of new facilities.

Management uses Adjusted EBITDA to monitor the performance of the Company
and its facilities. Adjusted EBITDA consists of EBITDA, an industry standard
calculation of earnings before interest, taxes, depreciation and
amortization, gain (loss) on divestitures and disposals of assets, adjusted for
net membership deposits and fees, and a joint venture adjustment. Consolidated
Adjusted EBITDA decreased to $48.3 million for the 12 weeks ended June 12, 2001
from $50.7 million for the 12 weeks ended June 13, 2000, due primarily to
decreases in net membership deposits and fees at the Companys resorts and
country club and golf facilities.

9



---



##### Table of Contents



Segment and Other Information

Country Club and Golf Facilities

The following table presents certain summary financial data and other
operating data for the Companys country club and golf facilities segment for
the 12 week periods ended June 13, 2000 and June 12, 2001 (dollars in
thousands):

|                     |                               |  |                  |         |  |                  |     |         |      |  |     |         |  |  |     |         | 
|-------------------- | ----------------------------- |  | ---------------- | ------- |  | ---------------- | --- | ------- | ---- |  | --- | ------- |  |  | --- | ------- | 
|                     |                               |  | Same Store       |         |  | Total            |    
|                     |                               |  | Country Club and |         |  | Country Club and |    
|                     |                               |  | Golf Facilities  |         |  | Golf Facilities  |    
|                     |                               |  |                  |         |  |                  |    
|                     |                               |  | 2000             |         |  | 2001             |     |         | 2000 |  |     | 2001    | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |         | 
|Number of facilities |                               |  | 110              |         |  |                  | 110 |         |      |  | 125 |         |  |  | 120 |        
|                    
|                    
|                    
|                    
|                     | Operating revenues            |  | $                | 118,839 |  |                  | $   | 124,107 |      |  | $   | 125,068 |  |  | $   | 129,472 | 
|                    
|                    
|                    
|                    
|                     | Operating costs and expenses  |  |                  | 87,045  |  |                  |     | 90,084  |      |  |     | 93,513  |  |  |     | 95,222  | 
|                    
|                    
|                    
|                    
|                     | Depreciation and amortization |  |                  | 10,903  |  |                  |     | 11,471  |      |  |     | 11,385  |  |  |     | 11,967  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        
|                     | Segment operating income      |  | $                | 20,891  |  |                  | $   | 22,552  |      |  | $   | 20,170  |  |  | $   | 22,283  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        
|                     | Adjusted EBITDA               |  | $                | 34,440  |  |                  | $   | 36,176  |      |  | $   | 35,965  |  |  | $   | 37,153  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        

Operating revenues increased $4.4 million for total country club and golf
facilities for the 12 weeks ended June 12, 2001 versus the 12 weeks ended June
13, 2000. This increase is primarily attributable to an increase in membership
dues and golf revenues. The increase in membership dues is due to price
increases in the Companys dues structure in addition to the introduction of
the Signature Gold benefit to the Companys members. Despite a decrease in
golf rounds at same store clubs, golf revenues have increased due to green fee
increases and other golf related price increases at the Companys clubs. These
increases are offset by decreases attributable to divestitures.

Segment operating income increased $2.1 million for total country club and
golf facilities for the 12 weeks ended June 12, 2001 versus the 12 weeks ended
June 13, 2000. This increase is due to the increase in revenues mentioned
above, offset by increased operating costs and expenses such as payroll and
utilities. In addition, the Company divested three country club and golf
facilities in the 12 weeks ended June 12, 2001, generating net gains of $1.5
million from divestiture of facilities.

Adjusted EBITDA increased $1.2 million for total country club and golf
facilities for the 12 weeks ended June 12, 2001 versus the 12 weeks ended June
13, 2000. This increase is attributable to the change in segment operating
income mentioned above offset by a decrease in net membership deposits and fees
at same store country club and golf facilities. Although the total number of
members of the Companys country club and golf facilities have not declined,
initiation deposits for full golf memberships at the Companys high deposit
clubs have decreased along with the slowdown in the economy.

10



---



##### Table of Contents



Business and Sports Clubs

The following table presents certain summary financial data and other
operating data for the Companys business and sports clubs segment for the 12
week periods ended June 13, 2000 and June 12, 2001 (dollars in thousands):

|                     |                               |  |                     |        |  |                  |    |        |      |  |    |        |  |  |    |        | 
|-------------------- | ----------------------------- |  | ------------------- | ------ |  | ---------------- | -- | ------ | ---- |  | -- | ------ |  |  | -- | ------ | 
|                     |                               |  | Same Store Business |        |  | Total Business   |   
|                     |                               |  | and Sports Clubs    |        |  | and Sports Clubs |   
|                     |                               |  |                     |        |  |                  |   
|                     |                               |  | 2000                |        |  | 2001             |    |        | 2000 |  |    | 2001   | 
|                     |                               |  |                     |        |  |                  |    |        |      |  |    |        | 
|Number of facilities |                               |  | 76                  |        |  |                  | 76 |        |      |  | 80 |        |  |  | 76 |       
|                    
|                    
|                    
|                    
|                     | Operating revenues            |  | $                   | 57,513 |  |                  | $  | 57,848 |      |  | $  | 60,439 |  |  | $  | 57,846 | 
|                    
|                    
|                    
|                    
|                     | Operating costs and expenses  |  |                     | 49,573 |  |                  |    | 50,215 |      |  |    | 52,613 |  |  |    | 50,081 | 
|                    
|                    
|                    
|                    
|                     | Depreciation and amortization |  |                     | 2,797  |  |                  |    | 2,635  |      |  |    | 2,895  |  |  |    | 2,635  | 
|                     |                               |  |                     |        |  |                  |    |        |      |  |    |       
|                     | Segment operating income      |  | $                   | 5,143  |  |                  | $  | 4,998  |      |  | $  | 4,931  |  |  | $  | 5,130  | 
|                     |                               |  |                     |        |  |                  |    |        |      |  |    |       
|                     | Adjusted EBITDA               |  | $                   | 7,887  |  |                  | $  | 7,559  |      |  | $  | 7,783  |  |  | $  | 7,692  | 
|                     |                               |  |                     |        |  |                  |    |        |      |  |    |       

Operating revenues decreased $2.6 million for total business and sports
clubs for the 12 weeks ended June 12, 2001 versus the 12 weeks ended June 13,
2000. This decrease is primarily due to the divestiture of four business and
sports clubs since June 13, 2000. In addition, a decline in membership has
resulted in a decrease in food and beverage and other revenues at same store
clubs, offset by increases in membership dues as a result of price increases
and the introduction of the Signature Gold benefit.

Adjusted EBITDA remained constant for total business and sports clubs for
the 12 weeks ended June 12, 2001 versus the 12 weeks ended June 13, 2000. This
is primarily due to the softening economy and a decrease in net membership
deposits and fees at same store and total business and sports clubs.

11



---



##### Table of Contents



Resorts

The following table presents certain summary financial data and other
operating data for the Companys resorts segment for the 12 week periods ended
June 13, 2000 and June 12, 2001 (dollars in thousands):

|                                                        |                                           |  |                |        |   |      |         |        |  
|------------------------------------------------------- | ----------------------------------------- |  | -------------- | ------ | - | ---- | ------- | ------ | -
|                                                        |                                           |  | Same Store and |       
|                                                        |                                           |  | Total Resorts  |       
|                                                        |                                           |  |                |       
|                                                        |                                           |  | 2000           |        |   | 2001 |        
|                                                        |                                           |  |                |        |   |      |        
|Number of facilities                                    |                                           |  | 5              |        |   |      | 5       |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Operating revenues                        |  | $              | 61,256 |   |      | $       | 60,187 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Operating costs and expenses              |  |                | 43,735 |   |      |         | 43,281 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Depreciation and amortization             |  |                | 3,149  |   |      |         | 3,495  |  
|                                                        |                                           |  |                |        |   |     
|                                                        | Segment operating income                  |  | $              | 14,372 |   |      | $       | 13,411 |  
|                                                        |                                           |  |                |        |   |     
|                                                        | Adjusted EBITDA                           |  | $              | 19,040 |   |      | $       | 16,292 |  
|                                                        |                                           |  |                |        |   |     
|Lodging data: (4 resorts) (1)
    Room nights available |                                           |  | 113,890        |        |   |      | 123,627 |       
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Room nights occupied                      |  |                | 77,623 |   |      |         | 72,027 |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Occupancy rate                            |  |                | 68.2   | % |      |         | 58.3   | %
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Average daily room rate per occupied room |  | $              | 207    |   |      | $       | 215    |  
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Average daily revenue per occupied room   |  | $              | 787    |   |      | $       | 829    |  



---

|(1) |  | Number of facilities and lodging data is comprised of data from wholly
owned resorts consisting of Pinehurst, The Homestead, Barton Creek and
Daufuskie Island.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating revenues decreased $1.1 million for total resorts for the 12
weeks ended June 12, 2001 versus the 12 weeks ended June 13, 2000. This
decrease is primarily due to significant declines in group business as a result
of changing economic conditions. With the exception of Barton Creek, which
added capacity within the past year, room nights are down at all of the
Companys resorts. While the Companys resorts experienced a decline in room
nights and occupancy rates, average daily room rate per occupied room and
average daily revenue per occupied room both increased, reflecting higher
pricing and increased spending associated with the increased percentage of
social resort guests.

Segment operating income decreased $1.0 million for total resorts for the
12 weeks ended June 12, 2001 versus the 12 weeks ended June 13, 2000. This
decrease is primarily due to the decrease in revenues mentioned above, offset
by the effective management of payroll and other operating costs and expenses
in response to reduced guest volume.

Adjusted EBITDA at total resorts decreased $2.7 million for the 12 weeks
ended June 12, 2001 versus the 12 weeks ended June 13, 2000. This decrease is
due to the decrease in operating income mentioned above and a decrease of
approximately $2.8 million in net membership fees at Barton Creek, which
generated significantly higher membership fees in the 12 weeks ended June 13,
2000 related to the opening of a new golf course.

12



---



##### Table of Contents



24 Weeks Ended June 13, 2000 Compared to 24 Weeks Ended June 12, 2001

Consolidated Operations

Operating revenues decreased to $463.5 million for the 24 weeks ended June
12, 2001 from $467.2 million for the 24 weeks ended June 13, 2000. This
decrease is primarily due to decreases in food and beverage revenues
attributable to the divestiture of facilities and decreased lodging revenues
due to lower group business at the Companys resorts as a result of the
nations slowing economy. This decrease is offset by an increase in membership
dues at the Companys private clubs attributable to price increases in the
Companys dues structure.

Operating income decreased to $13.1 million for the 24 weeks ended June
12, 2001 from $14.9 million for the 24 weeks ended June 13, 2000. This
decrease is due to the decrease in revenues mentioned above and increased
depreciation and amortization, offset by decreased operating costs and expenses
and selling, general and administrative expenses. The increase in depreciation
and amortization is primarily due to recent capital expansions completed at
existing facilities and increased usage of technology related assets with
shorter depreciable lives. The decrease in operating costs and expenses is
primarily due to expense controls in areas such as payroll and maintenance
expenses in response to the decrease in revenues at the Companys facilities.
The decrease in selling, general and administrative expenses is primarily due
to various cost cutting initiatives that the Company has undertaken in its
corporate and other administrative functions.

The Company disposed of 11 properties in the 24 weeks ended June 12, 2001,
resulting in net gains on divestitures and sales of assets of approximately
$2.3 million, partially offsetting a loss of approximately ($2.6) million on
the write off of its investment in Lifecast.com.

Loss from operations before income tax benefit increased to ($15.3)
million for the 24 weeks ended June 12, 2001 from ($5.5) million for the 24
weeks ended June 13, 2000. This increase is primarily due to the decrease in
operating income mentioned above as well as higher interest expense as a result
of increases in the level of outstanding debt. The increase in outstanding
debt is attributable to financing needs for capital expansions at existing
facilities, in addition to the development of new facilities.

Consolidated Adjusted EBITDA decreased to $60.8 million for the 24 weeks
ended June 12, 2001 from $65.8 million for the 24 weeks ended June 13, 2000,
due primarily to decreases in net membership deposits and fees at the Companys
resorts and country club and golf facilities.

13



---



##### Table of Contents



Segment and Other Information   24 Weeks

Country Club and Golf Facilities

The following table presents certain summary financial data and other
operating data for the Companys country club and golf facility segment for the
24 week periods ended June 13, 2000 and June 12, 2001 (dollars in thousands):

|                     |                               |  |                  |         |  |                  |     |         |      |  |     |         |  |  |     |         | 
|-------------------- | ----------------------------- |  | ---------------- | ------- |  | ---------------- | --- | ------- | ---- |  | --- | ------- |  |  | --- | ------- | 
|                     |                               |  | Same Store       |         |  | Total            |    
|                     |                               |  | Country Club and |         |  | Country Club and |    
|                     |                               |  | Golf Facilities  |         |  | Golf Facilities  |    
|                     |                               |  |                  |         |  |                  |    
|                     |                               |  | 2000             |         |  | 2001             |     |         | 2000 |  |     | 2001    | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |         | 
|Number of facilities |                               |  | 110              |         |  |                  | 110 |         |      |  | 125 |         |  |  | 120 |        
|                    
|                    
|                    
|                    
|                     | Operating revenues            |  | $                | 212,774 |  |                  | $   | 219,988 |      |  | $   | 225,322 |  |  | $   | 230,343 | 
|                    
|                    
|                    
|                    
|                     | Operating costs and expenses  |  |                  | 161,177 |  |                  |     | 167,873 |      |  |     | 173,753 |  |  |     | 176,357 | 
|                    
|                    
|                    
|                    
|                     | Depreciation and amortization |  |                  | 21,608  |  |                  |     | 22,962  |      |  |     | 22,597  |  |  |     | 24,103  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        
|                     | Segment operating income      |  | $                | 29,989  |  |                  | $   | 29,153  |      |  | $   | 28,972  |  |  | $   | 29,883  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        
|                     | Adjusted EBITDA               |  | $                | 56,905  |  |                  | $   | 57,284  |      |  | $   | 58,272  |  |  | $   | 57,607  | 
|                     |                               |  |                  |         |  |                  |     |         |      |  |     |        

Operating revenues increased $5.0 million at total country club and golf
facilities for the 24 weeks ended June 12, 2001 versus the 24 weeks ended June
13, 2000. This increase is primarily due to an increase in membership dues and
golf revenues. The increase in membership dues is a result of price increases
in the Companys dues structure. Despite a decrease in golf rounds at same
store clubs, golf revenues have increased due to green fee increases and other
golf related price increases at the Companys clubs. These increases are
offset by decreases attributable to divestitures.

Segment operating income increased $0.9 million at total country club and
golf facilities for the 24 weeks ended June 12, 2001 versus the 24 weeks ended
June 13, 2000. This change is attributable to an increase in operating costs
and expenses such as payroll and utilities, and an increase in depreciation and
amortization associated with the completion of recent capital expansions. In
addition, the Company divested seven country club and golf facilities in the 24
weeks ended June 12, 2001, generating net gains of $2.6 million from
divestiture of facilities.

Adjusted EBITDA decreased $0.7 million at total country club and golf
facilities for the 24 weeks ended June 12, 2001 versus the 24 weeks ended June
13, 2000. This decrease is primarily due to a decrease in net membership
deposits and fees at same store country club and golf facilities. Although the
total number of members of the Companys country club and golf facilities have
not declined, initiation deposits for full golf memberships at the Companys
high deposit clubs have decreased along with the slowdown in the economy.

14



---



##### Table of Contents



Business and Sports Clubs

The following table presents certain summary financial data and other
operating data for the Companys business and sports club segment for the 24
week periods ended June 13, 2000 and June 12, 2001 (dollars in thousands):

|                     |                               |  |                     |         |  |                  |    |         |      |  |    |         |  |  |    |         | 
|-------------------- | ----------------------------- |  | ------------------- | ------- |  | ---------------- | -- | ------- | ---- |  | -- | ------- |  |  | -- | ------- | 
|                     |                               |  | Same Store Business |         |  | Total Business   |   
|                     |                               |  | and Sports Clubs    |         |  | and Sports Clubs |   
|                     |                               |  |                     |         |  |                  |   
|                     |                               |  | 2000                |         |  | 2001             |    |         | 2000 |  |    | 2001    | 
|                     |                               |  |                     |         |  |                  |    |         |      |  |    |         | 
|Number of facilities |                               |  | 76                  |         |  |                  | 76 |         |      |  | 80 |         |  |  | 76 |        
|                    
|                    
|                    
|                    
|                     | Operating revenues            |  | $                   | 112,846 |  |                  | $  | 113,791 |      |  | $  | 118,882 |  |  | $  | 114,061 | 
|                    
|                    
|                    
|                    
|                     | Operating costs and expenses  |  |                     | 98,716  |  |                  |    | 100,122 |      |  |    | 104,889 |  |  |    | 100,215 | 
|                    
|                    
|                    
|                    
|                     | Depreciation and amortization |  |                     | 5,639   |  |                  |    | 5,444   |      |  |    | 5,849   |  |  |    | 5,467   | 
|                     |                               |  |                     |         |  |                  |    |         |      |  |    |        
|                     | Segment operating income      |  | $                   | 8,491   |  |                  | $  | 8,225   |      |  | $  | 8,144   |  |  | $  | 8,379   | 
|                     |                               |  |                     |         |  |                  |    |         |      |  |    |        
|                     | Adjusted EBITDA               |  | $                   | 13,845  |  |                  | $  | 13,225  |      |  | $  | 13,715  |  |  | $  | 13,403  | 
|                     |                               |  |                     |         |  |                  |    |         |      |  |    |        

Operating revenues decreased $4.8 million at total business and sports
clubs for the 24 weeks ended June 12, 2001 versus the 24 weeks ended June 13,
2000. This decrease is primarily due to the divestiture of four business and
sports clubs since June 13, 2000. In addition, a decline in membership has
resulted in a decrease in food and beverage and other revenues at same store
clubs, offset by increases in membership dues as a result of price increases
and the introduction of the Signature Gold benefit.

Adjusted EBITDA remained constant at total business and sports clubs for
the 24 weeks ended June 12, 2001 versus the 24 weeks ended June 13, 2000. This
is primarily due to the softening economy and a decrease in net membership
deposits and fees at same store and total business and sports clubs.

15



---



##### Table of Contents



Resorts

The following table presents certain summary financial data and other
operating data for the Companys resort segment for the 24 week period ended
June 13, 2000 and June 12, 2001 (dollars in thousands):

|                                                         |                                           |  |                |         |   |      |         |         |  
|-------------------------------------------------------- | ----------------------------------------- |  | -------------- | ------- | - | ---- | ------- | ------- | -
|                                                         |                                           |  | Same Store and |        
|                                                         |                                           |  | Total Resorts  |        
|                                                         |                                           |  |                |        
|                                                         |                                           |  | 2000           |         |   | 2001 |        
|                                                         |                                           |  |                |         |   |      |        
|Number of facilities                                     |                                           |  | 5              |         |   |      | 5       |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Operating revenues                        |  | $              | 91,576  |   |      | $       | 93,277  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Operating costs and expenses              |  |                | 78,735  |   |      |         | 77,465  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Depreciation and amortization             |  |                | 6,032   |   |      |         | 7,029   |  
|                                                         |                                           |  |                |         |   |     
|                                                         | Segment operating income                  |  | $              | 6,809   |   |      | $       | 8,783   |  
|                                                         |                                           |  |                |         |   |     
|                                                         | Adjusted EBITDA                           |  | $              | 14,528  |   |      | $       | 14,643  |  
|                                                         |                                           |  |                |         |   |     
|Lodging data: (4 resorts) (1)
     Room nights available |                                           |  | 223,582        |         |   |      | 243,897 |        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Room nights occupied                      |  |                | 123,856 |   |      |         | 119,765 |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Occupancy rate                            |  |                | 55.4    | % |      |         | 49.1    | %
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Average daily room rate per occupied room |  | $              | 186     |   |      | $       | 196     |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Average daily revenue per occupied room   |  | $              | 735     |   |      | $       | 770     |  



---

|(1) |  | Number of facilities and lodging data is comprised of data from wholly
owned resorts consisting of Pinehurst, The Homestead, Barton Creek and
Daufuskie Island.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating revenues increased $1.7 million for total resorts for the 24
weeks ended June 12, 2001 versus the 24 weeks ended June 13, 2000. This
increase is primarily due to increases in lodging, golf and food and beverage
revenue at Barton Creek, which added lodging capacity within the past year. In
addition, membership dues increased due to an increase in transfer fees at
Pinehurst and price increases in dues at all of the Companys resorts. These
increases are offset by decreases in room nights and golf merchandise sales.
Room nights and occupancy rates are down at The Homestead, Pinehurst, and
Daufuskie Island as a result of lower group business associated with the
slowdown in the nations economy, partially offset by a more stable market for
social room nights. Pinehurst sold a significant amount of excess pro shop
inventory in the prior year, accounting for the current decrease in golf
merchandise sales. Average daily room rate per occupied room has increased as
a result of a higher percentage of social resort guests. Average daily revenue
per occupied room has increased due to higher spending by guests on other
amenities such as spa and skiing facilities, which generated revenues in the
ski season due to favorable snow conditions.

Segment operating income increased $2.0 million for total resorts for the
24 weeks ended June 12, 2001 versus the 24 weeks ended June 13, 2001. This
improvement is due to the increase in revenues noted above in addition to
decreased operating costs and expenses. The decrease in operating costs and
expenses is due to the effective management of payroll and other operating
costs and expenses in response to reduced guest volume, in addition to a prior
year inventory write-down of pro shop merchandise at Pinehurst.

Adjusted EBITDA increased slightly for the 24 weeks ended June 12, 2001
versus the 24 weeks ended June 13, 2000. While operating income increased as
discussed above, net membership deposits and fees decreased. Approximately
$3.5 million of this decrease is due to Barton Creek, which generated
significantly higher membership fees in the 24 weeks ended June 13, 2000
related to the opening of a new golf course.

16



---



##### Table of Contents



Other Operations

Realty operating revenues decreased $3.2 million to $12.9 million in the
24 weeks ended June 12, 2001 from $16.1 million for the 24 weeks ended June 13,
2000. This decrease is primarily due to decreased closings of units in the
Companys Owners Club program, partially offset by an increase in sales of
land held for sale.

International operating revenues increased slightly to $6.1 million in the
24 weeks ended June 12, 2001 from $5.9 million for the 24 weeks ended June 13,
2000. This increase is due to the acquisition of one country club and golf
facility and the opening of three in-development properties, offset by the
divestiture of four international properties.

Seasonality of Demand; Fluctuations in Quarterly Results

The Companys quarterly results fluctuate as a result of a number of
factors. Usage of the Companys country club and golf facilities and resorts
declines significantly during the first and fourth quarters, when colder
temperatures and shorter days reduce the demand for golf and golf-related
activities. The Companys business facilities generate a disproportionately
greater share of their yearly revenues in the fourth quarter, which includes
the holiday and year-end party season. In addition, the fourth quarter
consists of 16 weeks of operations and the first, second and third quarters
consist of 12 weeks. As a result of these factors, the Company usually
generates a disproportionate share of its revenues in the second, third, and
fourth quarters of each year and has lower revenues in the first quarter. The
timing of purchases, sales, leases of facilities, or divestitures also has
caused and may cause the Companys results of operations to vary significantly
in otherwise comparable periods. In addition, the Companys results can be
affected by non-seasonal and severe weather patterns.

Liquidity and Capital Resources

Historically, the Company has financed its operations and capital
expenditures primarily through cash flows from operations, proceeds from
divestitures, and long-term debt. The Companys primary cash needs consist of
capital to finance future acquisitions and development, capital expansions at
existing and new facilities and working capital. The Company distinguishes
capital expenditures to refurbish and replace existing property and equipment
(i.e., capital replacements) from discretionary capital expenditures such as
the expansion of existing facilities (i.e., capital expansions). Most capital
expenditures other than capital replacements are considered discretionary and
could be curtailed in periods of low liquidity. Capital replacements are
planned expenditures made each year to maintain high quality standards of
facilities for the purpose of meeting existing members expectations and to
attract new members. Capital expansions are discretionary expenditures, which
create new amenities or enhance existing amenities at existing facilities. The
Company has several to be built facilities that are currently being funded
and are projected to begin generating cash flows in the remainder of 2001 and
2002. Although total capital expenditures for additions to property and
equipment and expansion of new facilities have exceeded $275 million during
each of the last two fiscal years, capital expenditures for the 24 weeks ended
June 12, 2001 were lower than in recent periods. Thus, the Companys trend of
increased capital expenditures over the last two years is not expected to
continue in 2001.

As part of its normal business practices, the Company is currently in the
process of disposing of certain properties. As of July 24, 2001, the Company
has completed the disposal of 13 properties for total proceeds of approximately
$20.7 million. Estimated proceeds in the range of $85 to $90 million are
expected to be realized on sales of additional properties within the next year.
The Company plans to use a significant portion of these proceeds to fund its
current expansion and development projects, which are reliant on the completion
of these asset sales and receipt of their anticipated proceeds. The completion
of these asset sales represent a higher priority for the Company, as future
cash availability from the Companys primary long-term debt agreement will be
limited by covenants that become more restrictive in the third quarter of 2001.

Factors That May Affect Future Operating Results and the Accuracy of Our
Forward-Looking Statements

Certain information in this Quarterly Report on Form 10-Q may contain
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are forward-looking statements for purposes of
these provisions, including projections of earnings, revenues or other
financial items, statements of the plans and objectives of management for
future operations, statements concerning proposed new services, statements
regarding future economic conditions or performance, statements about market
risk and statements of assumptions underlying any of the foregoing. In some
cases, forward-looking statements can be identified by

17



---



##### Table of Contents



the use of terminology such as may, will, expects, plans,
anticipates, estimates, potential or continue, or the negative thereof
or other comparable terminology. Although the Company believes that the
expectations reflected in its forward-looking statements are reasonable, it can
give no assurance that such expectations or any of its forward-looking
statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the Companys forward-looking statements.
Forward-looking statements are subject to inherent risks and uncertainties,
some of which are summarized in this section and in the Companys Form 10-K for
the year ended December 26, 2000.

The Companys success depends on its ability to attract and retain members
at its clubs and maintain or increase usage of its facilities. The Company has
experienced varying levels of membership enrollment and attrition rates and, in
certain areas, decreased levels of usage of its facilities during its operating
history. Although management devotes substantial efforts to ensuring that
members and guests are satisfied, many of the factors affecting club membership
and facility usage are beyond the Companys control, including weather
conditions, general economic conditions, changes in demand for golf and private
club services and changes in the federal tax laws. There can be no assurance
that the Company will be able to maintain or increase membership or facility
usage. Significant periods where attrition rates exceed enrollment rates, or
where facilities usage is below historical levels would have a material
adverse effect on the Companys business, operating results, and financial
condition. Other factors that may affect the Companys operating results
include, but are not limited to, the actions of our competitors, changes in
labor costs, the timing and success of acquisitions and dispositions and
changes in law.

Recently Issued Accounting Pronouncements

On July 20, 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets. This statement will
be effective for fiscal years beginning after December 15, 2001. Under the
provisions of FAS 142, the cost of certain of the Companys intangible assets
will no longer be subject to amortization. Management has not made a final
determination as to the impact of this new pronouncement on its Consolidated
Balance Sheet or Statement of Operations.

18



---



##### Table of Contents



PART II. OTHER INFORMATION







Item 4. Submission of Matters to a Vote of Security Holders

On May 3, 2001, the shareholders of ClubCorp, Inc., held their annual
meeting to elect directors. The following directors were elected:

Robert H. Dedman, Sr., Robert H. Dedman, Jr., Patricia Dedman Dietz, James M.
Hinckley, James L. Singleton and Bahram Shirazi.

There were no other matters submitted to a vote of stockholders at the meeting.




Item 6. Exhibits and Reports on Form 8-K



| |             
| | ------------
| | (a) Exhibits



| |                                                                              
| | -----------------------------------------------------------------------------
| | 15.1   Letter from KPMG LLP regarding unaudited interim financial statements
|
| | 24.1   Power of Attorney                                                    



| |                        
| | -----------------------
| | (b) Reports on Form 8-K



| |               
| | --------------
| | Not applicable

19



---



##### Table of Contents






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.



| | ClubCorp, Inc.
| | --------------

|      |  |               |  |     |  |                                                                     
|----- |  | ------------- |  | --- |  | --------------------------------------------------------------------
|Date: |  | July 24, 2001 |  | By: |  | /s/ Charles A. Little                                               
|      |  |               |  |     |  | Charles A. Little
Senior Vice President and
Chief Accounting Officer

20



---



##### Table of Contents






INDEX TO EXHIBITS

|        |  |   |  |                                                                      
|------- |  | - |  | ---------------------------------------------------------------------
|EXHIBIT
|NUMBER  |  |   |  | DESCRIPTION                                                          
|        |  |   |  |                                                                      
|15.1    |  |  |  | Letter from KPMG LLP regarding unaudited interim financial statements
|       
|       
|       
|       
|24.1    |  |  |  | Power of Attorney