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

FORM 10-Q



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

For the quarterly period ended March 19, 2002

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
(State or other jurisdiction
of incorporation or organization) |  | 75-2778488
(I.R.S. employer
identification no.)
|                                                                        |  |                                                
|3030 LBJ Freeway, Suite 700
(Address of principal executive offices)    |  | Dallas, Texas 75234
(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 twelve 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 May 3,
2002 was 93,742,901.





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TABLE OF CONTENTS



|                                               |                                                                                               |                                                      |  |  |  |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                 
|                                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                               |                                                                                               | INDEPENDENT AUDITORS 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 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                    
|EX-10.1 Amendment to Employees Stock Ownership
|EX-15.1 Letter from KPMG LLP                  
|EX-24.1 Power of Attorney                     



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CLUBCORP, INC.

INDEX

|         |  |                                                                                       |  |  |    |  |  | 
|-------- |  | ------------------------------------------------------------------------------------- |  |  | -- |  |  | 
|Part I.  |  | FINANCIAL INFORMATION                                                                 |  |  |    | 
|Item 1.  |  | Financial Statements:                                                                 |  |  |    | 
|         |  | Independent Auditors' 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 6.  |  | Exhibits and Reports on Form 8-K                                                      |  |  | 16 | 





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PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




INDEPENDENT AUDITORS 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 March 19, 2002, and the related consolidated
statements of operations and cash flows for the twelve weeks ended March 19,
2002 and March 20, 2001. 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.

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 25, 2001 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 22, 2002, 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 25, 2001, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.

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

Dallas, Texas
April 26, 2002

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ClubCorp, Inc.

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|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |           |         |             |           | 
|----------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ------------------------------------------ | ------- | ------------ | --------- | --------- | ------- | ----------- | --------- | 
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |           |         | (Unaudited)
|                                                      |                                                                                                                                                |                            |           |                                            |         | December 25, |           | March 19,
|                                                      |                                                                                                                                                |                            |           |                                            |         | 2001         |           | 2002     
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                |                            | Assets    |                                            |         |              |           |           |         |             |          
|Current assets:                                       |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      | Cash and cash equivalents                                                                                                                      |                            | $         | 3,212                                      |         |              | $         | 16,693    |        
|                                                      | Membership and other receivables, net                                                                                                          |                            |           | 97,362                                     |         |              |           | 77,919    |        
|                                                      | Inventories                                                                                                                                    |                            |           | 21,666                                     |         |              |           | 21,923    |        
|                                                      | Other assets                                                                                                                                   |                            |           | 16,837                                     |         |              |           | 14,410    |        
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                | Total current assets       |           |                                            | 139,077 |              |           |           | 130,945 |            
|Property and equipment, net                           |                                                                                                                                                |                            | 1,356,590 |                                            |         |              | 1,343,855 |          
|Other assets                                          |                                                                                                                                                |                            | 110,157   |                                            |         |              | 117,813   |          
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                |                            |           | Total assets                               |         | $            | 1,605,824 |           |         | $           | 1,592,613 | 
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      | Liabilities and Stockholders Equity                                                                                                           |                            |           |                                            |         |              |           |           |        
|Current liabilities:                                  |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      | Accounts payable and accrued liabilities                                                                                                       |                            | $         | 80,018                                     |         |              | $         | 64,421    |        
|                                                      | Long-term debt  current portion                                                                                                               |                            |           | 50,378                                     |         |              |           | 49,370    |        
|                                                      | Other liabilities                                                                                                                              |                            |           | 103,741                                    |         |              |           | 113,129   |        
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                | Total current liabilities  |           |                                            | 234,137 |              |           |           | 226,920 |            
|Long-term debt                                        |                                                                                                                                                |                            | 592,255   |                                            |         |              | 609,792   |          
|Other liabilities                                     |                                                                                                                                                |                            | 168,960   |                                            |         |              | 156,274   |          
|Membership deposits                                   |                                                                                                                                                |                            | 115,550   |                                            |         |              | 117,836   |          
|Redemption value of common stock held by benefit plan |                                                                                                                                                |                            | 62,746    |                                            |         |              | 62,746    |          
|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, 93,742,901
outstanding at December 25, 2001 and
March 19, 2002 |                            |           | 996                                        |         |              |           | 996       |        
|                                                      | Additional paid-in capital                                                                                                                     |                            |           | 161,674                                    |         |              |           | 161,674   |        
|                                                      | Accumulated other comprehensive loss, net                                                                                                      |                            |           | (7,821                                     | )       |              |           | (5,884    | )      
|                                                      | Retained earnings                                                                                                                              |                            |           | 337,585                                    |         |              |           | 322,517   |        
|                                                      | Treasury stock, 5,851,507 shares at December 25, 2001
and March 19, 2002                                                                       |                            |           | (60,258                                    | )       |              |           | (60,258   | )      
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                | Total stockholders equity |           |                                            | 432,176 |              |           |           | 419,045 |            
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          
|                                                      |                                                                                                                                                |                            |           | Total liabilities and stockholders equity |         | $            | 1,605,824 |           |         | $           | 1,592,613 | 
|                                                      |                                                                                                                                                |                            |           |                                            |         |              |           |          

See accompanying condensed notes to consolidated financial statements.

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ClubCorp, Inc.

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|                                                   |  |                    |         |           |  |   |         |  
|-------------------------------------------------- |  | ------------------ | ------- | --------- |  | - | ------- | -
|                                                   |  | Twelve Weeks Ended
|                                                   |  |                   
|                                                   |  | March 20,          |         | March 19,
|                                                   |  | 2001               |         | 2002     
|                                                   |  |                    |         |          
|Operating revenues                                 |  | $                  | 199,766 |           |  | $ | 190,386 |  
|Operating costs and expenses                       |  |                    | 169,211 |           |  |   | 162,382 |  
|Depreciation and amortization                      |  |                    | 21,829  |           |  |   | 21,943  |  
|Selling, general and administrative expenses       |  |                    | 18,587  |           |  |   | 17,641  |  
|Gain (loss) on disposals and impairments of assets |  |                    | (266    | )         |  |   | 2,142   |  
|                                                   |  |                    |         |           |  |   |         |  
|Operating loss                                     |  |                    | (10,127 | )         |  |   | (9,438  | )
|Interest expense                                   |  |                    | (15,999 | )         |  |   | (12,612 | )
|Other income                                       |  |                    | 837     |           |  |   | 343     |  
|                                                   |  |                    |         |           |  |   |         |  
|Loss from operations before income tax benefit     |  |                    | (25,289 | )         |  |   | (21,707 | )
|Income tax benefit                                 |  |                    | 8,611   |           |  |   | 6,639   |  
|                                                   |  |                    |         |           |  |   |         |  
|Net loss                                           |  | $                  | (16,678 | )         |  | $ | (15,068 | )
|                                                   |  |                    |         |           |  |   |         |  
|Basic and diluted loss per share                   |  | $                  | (.18    | )         |  | $ | (.16    | )
|                                                   |  |                    |         |           |  |   |         |  

See accompanying condensed notes to consolidated financial statements.

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|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |         |         |         |  
|------------------------------------------------ | ------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------- | ------- | ------------------ | ------- | --------- | ------- | ------- | ------- | -
|                                                 |                                                                           |                                                      |                                               |         | Twelve Weeks Ended
|                                                 |                                                                           |                                                      |                                               |         |                   
|                                                 |                                                                           |                                                      |                                               |         | March 20,          |         | March 19,
|                                                 |                                                                           |                                                      |                                               |         | 2001               |         | 2002     
|                                                 |                                                                           |                                                      |                                               |         |                    |         |          
|Cash flows from operations:                      |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 | Net loss                                                                  |                                                      | $                                             | (16,678 | )                  |         | $         | (15,068 | )      
|                                                 | Adjustments to reconcile net loss to cash flows provided from operations: |                                                      |                                               |         |                    |         |           |         |        
|                                                 |                                                                           | Depreciation and amortization                        |                                               |         | 21,829             |         |           |         | 21,943  |        
|                                                 |                                                                           | Amortization of discount on membership deposits      |                                               |         | 2,224              |         |           |         | 1,835   |        
|                                                 |                                                                           | Deferred income taxes                                |                                               |         | (9,330             | )       |           |         | (7,554  | )      
|                                                 |                                                                           | Decrease in real estate held for sale                |                                               |         | 1,016              |         |           |         | 723     |        
|                                                 |                                                                           | Decrease in membership and other receivables, net    |                                               |         | 23,919             |         |           |         | 22,586  |        
|                                                 |                                                                           | Decrease in accounts payable and accrued liabilities |                                               |         | (11,613            | )       |           |         | (15,724 | )      
|                                                 |                                                                           | Net change in deferred membership revenues           |                                               |         | 1,482              |         |           |         | (2,121  | )      
|                                                 |                                                                           | Other                                                |                                               |         | (837               | )       |           |         | 3,826   |        
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 |                                                                           |                                                      | Cash flows provided from operations           |         |                    | 12,012  |           |         |         | 10,446  |  
|Cash flows from investing activities:            |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 | Additions to property and equipment                                       |                                                      |                                               | (30,087 | )                  |         |           | (18,755 | )      
|                                                 | Development of new facilities                                             |                                                      |                                               | (9,038  | )                  |         |           | (4,350  | )      
|                                                 | Development of real estate held for sale                                  |                                                      |                                               | (1,162  | )                  |         |           | (701    | )      
|                                                 | Proceeds from dispositions, net                                           |                                                      |                                               | 6,881   |                    |         |           | 11,647  |        
|                                                 | Other                                                                     |                                                      |                                               | 1,910   |                    |         |           | (1,676  | )      
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 |                                                                           |                                                      | Cash flows used by investing activities       |         |                    | (31,496 | )         |         |         | (13,835 | )
|Cash flows from financing activities:            |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 | Borrowings of long-term debt                                              |                                                      |                                               | 13,500  |                    |         |           | 24,100  |        
|                                                 | Repayments of long-term debt                                              |                                                      |                                               | (9,453  | )                  |         |           | (8,026  | )      
|                                                 | Membership deposits received, net                                         |                                                      |                                               | 344     |                    |         |           | 796     |        
|                                                 | Treasury stock transactions, net                                          |                                                      |                                               | (301    | )                  |         |           |        |        
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|                                                 |                                                                           |                                                      | Cash flows provided from financing activities |         |                    | 4,090   |           |         |         | 16,870  |  
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|Total net cash flows                             |                                                                           |                                                      | (15,394                                       | )       |                    |         | 13,481    |        
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|Cash and cash equivalents at beginning of period |                                                                           |                                                      | 24,771                                        |         |                    |         | 3,212     |        
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        
|Cash and cash equivalents at end of period       |                                                                           | $                                                    | 9,377                                         |         |                    | $       | 16,693    |        
|                                                 |                                                                           |                                                      |                                               |         |                    |         |           |        

See accompanying condensed notes to consolidated financial statements.

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Note 1. Summary of significant accounting policiesConsolidationThe Consolidated Financial Statements include the accounts of ClubCorp, Inc.
and its subsidiaries (collectively ClubCorp). All material intercompany
balances and transactions have been eliminated.

Interim presentationThe 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. We believe 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
25, 2001 which are a part of ClubCorps Form 10-K.

In our opinion, 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 March 19,
2002 and the consolidated results of operations and cash flows for the twelve
weeks ended March 20, 2001 and March 19, 2002. 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 PronouncementsEffective December 26, 2001, we adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets. The adoption of
SFAS 142 did not have a significant impact on our consolidated financial
position or results of operations as we have virtually no goodwill in our
consolidated financial statements. Substantially all of our purchase price
related to our acquisitions is allocated to property and equipment.

Effective December 26, 2001, we adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Disposal or Impairment of Long-Lived
Assets. SFAS 144 supersedes SFAS 121 and the reporting provisions of
Accounting Principles Board Opinion No. 30 for the disposal of a business
segment. The implementation of SFAS 144 had no effect on our consolidated
financial position or results of operations as we did not transfer any assets
to held for sale and disposals were not material for the twelve weeks ended
March 19, 2002.

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

Note 2. Derivative instrumentsAs of March 19, 2002, we had interest rate swap contracts to pay fixed rates of
interest (ranging from 5.25% to 7.21%) and receive variable rates of interest
based on LIBOR on an aggregate of $225.0 million notional amount of
indebtedness with maturity dates ranging from June 2003 through September 2003.
These hedges are highly effective, however, for the twelve weeks ended March
19, 2002, we recorded $27,000 as a reduction of interest expense for the
ineffective portion of these instruments. The aggregate fair market value of
all interest rate swap contracts was ($9,454,000) on March 19, 2002 and is
included in other liabilities on the Consolidated Balance Sheet.

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Note 3. Operating revenuesClubCorp recognizes revenues from the following sources:

|                             |  |                    |         |           |  |   |         | 
|---------------------------- |  | ------------------ | ------- | --------- |  | - | ------- | 
|                             |  | Twelve Weeks Ended
|                             |  |                   
|                             |  | March 20,          |         | March 19,
|                             |  | 2001               |         | 2002     
|                             |  |                    |         |          
|Membership fees and deposits |  | $                  | 9,708   |           |  | $ | 9,746   | 
|Membership dues              |  |                    | 76,691  |           |  |   | 77,336  | 
|Golf operations revenues     |  |                    | 32,752  |           |  |   | 32,083  | 
|Food and beverage revenues   |  |                    | 52,925  |           |  |   | 47,164  | 
|Lodging revenues             |  |                    | 9,507   |           |  |   | 8,426   | 
|Other revenues               |  |                    | 18,183  |           |  |   | 15,631  | 
|                             |  |                    |         |           |  |   |         | 
|Total operating revenues     |  | $                  | 199,766 |           |  | $ | 190,386 | 
|                             |  |                    |         |           |  |   |         | 

Note 4. Income tax benefitThe income tax benefits for the twelve weeks ended March 20, 2001 and March 19,
2002 differ from amounts computed by applying the U.S. Federal tax rate of 35%
to loss from operations before income tax benefit 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 sharesLoss per share is computed using the weighted average number of shares
outstanding of 94,090,697 and 93,742,901 for basic loss per share calculations
for the twelve weeks ended March 20, 2001 and March 19, 2002, respectively.
The potential common stock equivalents for the assumed conversion of options
and warrants to purchase common stock of 1,070,195 shares for the twelve weeks
ended March 20, 2001 and 773,889 shares for the twelve weeks ended March 19,
2002 are antidilutive due to the net losses for the quarters.

Note 6. Property and equipmentProperty and equipment consists of the following (dollars in thousands):

|                                          |  |              |           |           |  |   |           |  
|----------------------------------------- |  | ------------ | --------- | --------- |  | - | --------- | -
|                                          |  | December 25, |           | March 19,
|                                          |  | 2001         |           | 2002     
|                                          |  |              |           |          
|Land and land improvements                |  | $            | 711,920   |           |  | $ | 708,638   |  
|Buildings and recreational facilities     |  |              | 486,840   |           |  |   | 484,507   |  
|Leasehold improvements                    |  |              | 118,483   |           |  |   | 118,551   |  
|Furniture and fixtures                    |  |              | 138,682   |           |  |   | 139,620   |  
|Machinery and equipment                   |  |              | 274,335   |           |  |   | 275,536   |  
|Construction in progress                  |  |              | 84,335    |           |  |   | 88,744    |  
|                                          |  |              |           |           |  |   |           |  
|                                          |  |              | 1,814,595 |           |  |   | 1,815,596 |  
|Accumulated depreciation and amortization |  |              | (458,005  | )         |  |   | (471,741  | )
|                                          |  |              |           |           |  |   |           |  
|                                          |  | $            | 1,356,590 |           |  | $ | 1,343,855 |  
|                                          |  |              |           |           |  |   |           |  

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ClubCorp, Inc.

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Note 7. Comprehensive lossThe following summarizes the components of comprehensive loss (dollars in
thousands):

|                                                                                                                 |  |                    |         |           |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | --------- |  | - | ------- | -
|                                                                                                                 |  | Twelve Weeks Ended
|                                                                                                                 |  |                   
|                                                                                                                 |  | March 20,          |         | March 19,
|                                                                                                                 |  | 2001               |         | 2002     
|                                                                                                                 |  |                    |         |          
|Net loss                                                                                                         |  | $                  | (16,678 | )         |  | $ | (15,068 | )
|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                      |  |                    | (2,814  | )         |  |   | 1,609   |  
|Foreign currency translation adjustment                                                                          |  |                    | (3,054  | )         |  |   | 328     |  
|                                                                                                                 |  |                    |         |           |  |   |         |  
|Total comprehensive loss                                                                                         |  | $                  | (24,665 | )         |  | $ | (13,131 | )
|                                                                                                                 |  |                    |         |           |  |   |         |  

Note 8. Segment reportingOur 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 our performance and facilities. Adjusted EBITDA consists of EBITDA, an
industry standard calculation of earnings before interest, taxes, depreciation
and amortization, gain (loss) on disposals and impairments 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):

|                    |                                  |                                                  |                                                    |         |                    |         |           |         |         |         |  
|------------------- | -------------------------------- | ------------------------------------------------ | -------------------------------------------------- | ------- | ------------------ | ------- | --------- | ------- | ------- | ------- | -
|                    |                                  |                                                  |                                                    |         | Twelve Weeks Ended
|                    |                                  |                                                  |                                                    |         |                   
|                    |                                  |                                                  |                                                    |         | March 20,          |         | March 19,
|                    |                                  |                                                  |                                                    |         | 2001               |         | 2002     
|                    |                                  |                                                  |                                                    |         |                    |         |          
|Operating revenues: |                                  |                                                  |                                                    |         |                    |         |           |        
|                    | Country club and golf facilities |                                                  | $                                                  | 103,034 |                    |         | $         | 100,231 |        
|                    | Business and sports clubs        |                                                  |                                                    | 56,208  |                    |         |           | 51,516  |        
|                    | Resorts                          |                                                  |                                                    | 30,935  |                    |         |           | 29,992  |        
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    |                                  | Total operating revenues for reportable segments |                                                    |         | 190,177            |         |           |         | 181,739 |        
|                    | Other operations                 |                                                  |                                                    | 5,740   |                    |         |           | 4,390   |        
|                    | Corporate services               |                                                  |                                                    | 3,849   |                    |         |           | 4,257   |        
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    |                                  | Consolidated operating revenues                  |                                                    | $       | 199,766            |         |           | $       | 190,386 |        
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|Adjusted EBITDA:    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    | Country club and golf facilities |                                                  | $                                                  | 19,753  |                    |         | $         | 14,931  |        
|                    | Business and sports clubs        |                                                  |                                                    | 5,800   |                    |         |           | 3,555   |        
|                    | Resorts                          |                                                  |                                                    | 73      |                    |         |           | (174    | )      
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    |                                  | Total Adjusted EBITDA for reportable segments    |                                                    |         | 25,626             |         |           |         | 18,312  |        
|                    | Other operations                 |                                                  |                                                    | (1,505  | )                  |         |           | (437    | )      
|                    | Corporate services               |                                                  |                                                    | (9,995  | )                  |         |           | (8,358  | )      
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    |                                  | Consolidated Adjusted EBITDA                     |                                                    |         | 14,126             |         |           |         | 9,517   |        
|                    |                                  |                                                  | Depreciation and amortization                      |         |                    | (21,829 | )         |         |         | (21,943 | )
|                    |                                  |                                                  | Gain (loss) on disposals and impairments of assets |         |                    | (266    | )         |         |         | 2,142   |  
|                    |                                  |                                                  | Net membership deposits and fees                   |         |                    | (678    | )         |         |         | 1,875   |  
|                    |                                  |                                                  | Joint venture adjustment                           |         |                    | (1,480  | )         |         |         | (1,029  | )
|                    |                                  |                                                  |                                                    |         |                    |         |           |        
|                    |                                  | Consolidated operating loss                      |                                                    | $       | (10,127            | )       |           | $       | (9,438  | )      
|                    |                                  |                                                  |                                                    |         |                    |         |           |        

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ClubCorp, Inc.

---

Note 9. ContingenciesWe are subject to certain pending or threatened litigation and other claims.
After review and consultation with legal counsel, we believe that any potential
liability arising from resolution of these matters will not materially affect
our consolidated financial position and results of operations.

8



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##### Table of Contents






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

Introduction

ClubCorp, Inc. (referred to as ClubCorp®, the Company, we, us and
our throughout this document) 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,
business/sports clubs, sports clubs, resorts, and certain related real estate
through sole ownership, partial ownership (including joint venture interests)
and management agreements. Our primary sources of revenue include membership
dues, membership fees and deposits, food and beverage operations, golf
operations and lodging. We also receive management fees with respect to
facilities that we manage for third parties.

Our predecessor corporation was organized in 1957 under the name Country
Clubs, Inc. All historical references herein to us shall also include Country
Clubs, Inc. and its successor corporations. For purposes of this document,
unless the context indicates otherwise, these references to us also include our
various subsidiaries. However, we and each of our subsidiaries are careful to
maintain separate legal existence, and general references to us should not be
interpreted to reduce the legal distinctions between subsidiaries or between us
and our subsidiaries.

The following discussion of our financial condition and results of
operations for the twelve weeks ended March 20, 2001 and March 19, 2002 should
be read in conjunction with our Annual Report on Form 10-K for the year ended
December 25, 2001, as filed with the Securities and Exchange Commission.

Results of Operations

Twelve Weeks Ended March 20, 2001 Compared to Twelve Weeks Ended March 19, 2002

Consolidated Operations

Operating revenues decreased to $190.4 million for the twelve weeks ended
March 19, 2002 from $199.8 million for the twelve weeks ended March 20, 2001.
In addition to the impact of divestitures, this decrease is primarily due to
decreased membership and lower usage of our properties by existing members and
guests as a result of continued economic uncertainty and its effect on
corporate and consumer spending. Additionally, we lowered average rates for
greens fees and room nights in attempts to increase golf rounds at country club
and golf facilities and maintain occupancy at resorts. We increased membership
dues through price increases and the rollout of Signature Gold in the second
quarter of 2001, which partially offset the decreases in our other revenue
streams.

Excluding the impact of net gain (loss) on disposals and impairment of
assets, operating loss increased to $11.6 million for the twelve weeks ended
March 19, 2002 from $9.9 million for the twelve weeks ended March 20, 2001.
This increase is due to the decline in revenues mentioned above, partially
offset by decreased expenses. We have achieved cost savings in operations due
to expense controls and savings realized through centralized procurement
contracts negotiated by Avendra. Operating profit margins have declined due to
decreases in volume and average rates for existing sales. Selling, general and
administrative expenses have decreased due to cost cutting in our corporate and
other administrative functions.

Net gains (losses) of $2.1 million and ($0.3) million were recorded on the
disposal and impairment of assets for the twelve weeks ended March 19, 2002 and
March 20, 2001, respectively. We disposed of five properties in the current
quarter and have divested a total of 16 facilities since the end of first
quarter 2001.

Loss from operations before income taxes decreased to $21.7 million for
the twelve weeks ended March 19, 2002 from $25.3 million for the twelve weeks
ended March 20, 2001. This change is primarily attributable to the gains on
divestitures mentioned above and a decrease in interest expense due to a
decline in variable interest rates and lower average balances outstanding in
the current quarter.

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##### Table of Contents



We use Adjusted EBITDA to monitor our property-level and overall
performance. Adjusted EBITDA consists of EBITDA, an industry standard
calculation of earnings before interest, taxes, depreciation and amortization,
adjusted for net membership deposits and fees, a joint venture adjustment and
excludes gain (loss) on disposals and impairment of assets. Consolidated
Adjusted EBITDA decreased to $9.5 million for the twelve weeks ended March 19,
2002 from $14.1 million for the twelve weeks ended March 20, 2001. This
decrease is primarily due to the increase in operating loss mentioned above as
well as declines in net membership deposits and fees and cash distributions
received from nonconsolidated entities accounted for under the equity method.

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##### Table of Contents



Segment and Other Information

Country Club and Golf Facilities

The following table presents certain summary financial data and other data
for our country club and golf facilities segment for the twelve week periods
ended March 20, 2001 and March 19, 2002 (dollars in thousands):

|                     |                                                   |  |                  |        |                    |  |      |        |      |  |     |         |  |  |     |         | 
|-------------------- | ------------------------------------------------- |  | ---------------- | ------ | ------------------ |  | ---- | ------ | ---- |  | --- | ------- |  |  | --- | ------- | 
|                     |                                                   |  | Same Store       |        | Total             
|                     |                                                   |  | Country Club and |        | Country Club and  
|                     |                                                   |  | Golf Facilities  |        | Golf Facilities(1)
|                     |                                                   |  |                  |        |                   
|                     |                                                   |  | 2001             |        | 2002               |  | 2001 |        | 2002
|                     |                                                   |  |                  |        |                    |  |      |        |     
|Number of facilities |                                                   |  | 104              |        |                    |  | 104  |        |      |  | 124 |         |  |  | 113 |        
|                     | Operating revenues                                |  | $                | 93,103 |                    |  | $    | 94,861 |      |  | $   | 103,034 |  |  | $   | 100,231 | 
|                     | Operating costs and expenses                      |  |                  | 75,653 |                    |  |      | 77,886 |      |  |     | 86,300  |  |  |     | 84,662  | 
|                     | Depreciation and amortization                     |  |                  | 11,387 |                    |  |      | 10,710 |      |  |     | 12,428  |  |  |     | 11,231  | 
|                     | Gain (loss) on disposals and impairment of assets |  |                  | 327    |                    |  |      | (379   | )    |  |     | 1,426   |  |  |     | 2,553   | 
|                     |                                                   |  |                  |        |                    |  |      |        |      |  |     |         |  |  |     |        
|                     | Segment operating income                          |  | $                | 6,390  |                    |  | $    | 5,886  |      |  | $   | 5,732   |  |  | $   | 6,891   | 
|                     |                                                   |  |                  |        |                    |  |      |        |      |  |     |         |  |  |     |        
|                     | Adjusted EBITDA                                   |  | $                | 20,208 |                    |  | $    | 16,426 |      |  | $   | 19,753  |  |  | $   | 14,931  | 
|                     |                                                   |  |                  |        |                    |  |      |        |      |  |     |         |  |  |     |        



---

|(1) |  | Total Country Club and Golf Facilities operations include divested
facilities through the date of disposal. Total number of facilities
does not include these divested properties.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating revenues increased $1.8 million for same store country club and
golf facilities for the twelve weeks ended March 19, 2002 from the twelve weeks
ended March 20, 2001. This increase is primarily due to increased membership
dues, while food and beverage sales were down slightly and golf operations
revenue was flat due to the effects of continued economic uncertainty. We
increased membership dues through price increases and the rollout of Signature
Gold in the second quarter of 2001. However, overall membership is down as a
result of continued net attrition for full golf memberships. Food and beverage
sales, especially for private parties, have been adversely impacted by
decreased member and guest spending. Same store golf rounds are up primarily
due to increased member rounds at our private clubs, which typically generate
lower incremental golf revenues than guest and outing rounds. Golf revenues
are flat due to average rate decreases at semi-private and public golf
facilities attributable to price competition in the markets in which we
operate. The decrease in operating revenues at total country club and golf
facilities is primarily due to divestitures of non-strategic properties.

Segment operating income decreased $0.5 million for same store country
club and golf facilities for the twelve weeks ended March 19, 2002 from the
twelve weeks ended March 20, 2001. Lower profit margins were earned on golf
operations due to the decline in average rates mentioned above and in food and
beverage operations due to the decrease in private parties, which typically
have higher margins than a la carte sales. The decrease in depreciation and
amortization for total country club and golf facilities is primarily due to the
impact of divestitures.

Net gains of $1.4 million and $2.6 million were recorded on property
divestitures and the disposal of certain assets for the twelve weeks ended
March 20, 2001 and March 19, 2002, respectively. In the current quarter we
divested five country club and golf facilities.

Adjusted EBITDA decreased $3.8 million for same store country club and
golf facilities for the twelve weeks ended March 19, 2002 from the twelve weeks
ended March 20, 2001. This decrease is primarily due to declines in net
membership deposits and fees and cash distributions received from
nonconsolidated entities accounted for under the equity method.

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Business and Sports Clubs

The following table presents certain summary financial data and other data
for our business and sports clubs segment for the twelve week periods ended
March 20, 2001 and March 19, 2002 (dollars in thousands):

|                     |                                            |  |                     |        |                     |  |      |        |      |  |    |        |   |  |    |        |  
|-------------------- | ------------------------------------------ |  | ------------------- | ------ | ------------------- |  | ---- | ------ | ---- |  | -- | ------ | - |  | -- | ------ | -
|                     |                                            |  | Same Store Business |        | Total Business     
|                     |                                            |  | and Sports Clubs    |        | and Sports Clubs(1)
|                     |                                            |  |                     |        |                    
|                     |                                            |  | 2001                |        | 2002                |  | 2001 |        | 2002
|                     |                                            |  |                     |        |                     |  |      |        |     
|Number of facilities |                                            |  | 76                  |        |                     |  | 76   |        |      |  | 76 |        |   |  | 76 |       
|                     | Operating revenues                         |  | $                   | 55,941 |                     |  | $    | 51,516 |      |  | $  | 56,208 |   |  | $  | 51,516 |  
|                     | Operating costs and expenses               |  |                     | 49,902 |                     |  |      | 47,556 |      |  |    | 50,124 |   |  |    | 47,556 |  
|                     | Depreciation and amortization              |  |                     | 2,809  |                     |  |      | 3,059  |      |  |    | 2,832  |   |  |    | 3,059  |  
|                     | Loss on disposals and impairment of assets |  |                     |       |                     |  |      | (381   | )    |  |    | (1     | ) |  |    | (381   | )
|                     |                                            |  |                     |        |                     |  |      |        |      |  |    |        |   |  |    |       
|                     | Segment operating income                   |  | $                   | 3,230  |                     |  | $    | 520    |      |  | $  | 3,251  |   |  | $  | 520    |  
|                     |                                            |  |                     |        |                     |  |      |        |      |  |    |        |   |  |    |       
|                     | Adjusted EBITDA                            |  | $                   | 5,754  |                     |  | $    | 3,555  |      |  | $  | 5,800  |   |  | $  | 3,555  |  
|                     |                                            |  |                     |        |                     |  |      |        |      |  |    |        |   |  |    |       



---

|(1) |  | Total Business and Sports Clubs operations include divested
facilities through the date of disposal. Total number of facilities
does not include these divested properties.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating revenues decreased $4.4 million for same store business and
sports clubs for the twelve weeks ended March 19, 2002 from the twelve weeks
ended March 20, 2001. This decrease is primarily due to a decline in food and
beverage sales, especially for private parties, as a result of lower membership
and lower usage by existing members. Club membership and usage have been
adversely impacted by decreased corporate and consumer spending due to the
effects of continued economic uncertainty.

Segment operating income decreased $2.7 million for same store business
and sports clubs for the twelve weeks ended March 19, 2002 from the twelve
weeks ended March 20, 2001. This decrease is primarily due to the decrease in
revenues mentioned above, partially offset by a decline in operating expenses
resulting from the decrease in volume. Operating profit margins have declined
due to the decrease in private parties, which typically have higher margins
than a la carte sales. Additionally, the business clubs have begun a new
dining program aimed at increasing volume through packaged menu items that are
priced below our traditional selections.

Adjusted EBITDA decreased $2.2 million for same store business and sports
clubs for the twelve weeks ended March 19, 2002 from the twelve weeks ended
March 20, 2001. This decrease is primarily due to the decrease in operating
income mentioned above.

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##### Table of Contents



Resorts

The following table presents certain summary financial data and other
operating data for our resorts segment for the twelve week periods ended March
20, 2001 and March 19, 2002 (dollars in thousands):

|                            |                                            |  |                    |         |               |  |      |         |      |  |   |        |   |  |   |        |  
|--------------------------- | ------------------------------------------ |  | ------------------ | ------- | ------------- |  | ---- | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                            |                                            |  | Same Store Resorts |         | Total Resorts
|                            |                                            |  |                    |         |              
|                            |                                            |  | 2001               |         | 2002          |  | 2001 |         | 2002
|                            |                                            |  |                    |         |               |  |      |         |     
|Number of facilities        |                                            |  | 3                  |         |               |  | 3    |         |      |  | 4 |        |   |  | 4 |       
|                            | Operating revenues                         |  | $                  | 30,386  |               |  | $    | 29,577  |      |  | $ | 30,935 |   |  | $ | 29,992 |  
|                            | Operating costs and expenses               |  |                    | 29,932  |               |  |      | 28,936  |      |  |   | 30,325 |   |  |   | 29,247 |  
|                            | Depreciation and amortization              |  |                    | 3,196   |               |  |      | 3,637   |      |  |   | 3,241  |   |  |   | 3,638  |  
|                            |                                            |  |                    |         |               |  |      |         |      |  |   |        |   |  |   |       
|                            | Segment operating loss                     |  | $                  | (2,742  | )             |  | $    | (2,996  | )    |  | $ | (2,631 | ) |  | $ | (2,893 | )
|                            |                                            |  |                    |         |               |  |      |         |      |  |   |        |   |  |   |       
|                            | Adjusted EBITDA                            |  | $                  | (83     | )             |  | $    | (279    | )    |  | $ | 73     |   |  | $ | (174   | )
|                            |                                            |  |                    |         |               |  |      |         |      |  |   |        |   |  |   |       
|Lodging data (3 resorts)(1) |                                            |  |                    |         |               |  |      |         |      |  |   |        |   |  |   |       
|                            | Room nights available                      |  |                    | 110,150 |               |  |      | 110,150 |      |  |   |        |   |  |   |        |  
|                            | Room nights occupied                       |  |                    | 43,061  |               |  |      | 41,504  |      |  |   |        |   |  |   |        |  
|                            | Occupancy rate                             |  |                    | 39.1    | %             |  |      | 37.7    | %    |  |   |        |   |  |   |        |  
|                            | Average daily revenue per occupied room(2) |  | $                  | 586     |               |  | $    | 576     |      |  |   |        |   |  |   |        |  



---

|(1) |  | Number of facilities and lodging data is comprised of data from wholly
owned resorts consisting of Pinehurst, The Homestead and Barton Creek.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Average daily revenue per occupied room excludes membership dues and
recognition of member initiation fees.                                  

Operating revenues decreased $0.8 million for same store resorts for the
twelve weeks ended March 19, 2002 from the twelve weeks ended March 20, 2001.
This decrease is primarily due to lower group business associated with declines
in corporate spending due to continued economic uncertainty. While occupancy
rates at Pinehurst and The Homestead remain steady, room nights are down
significantly at Barton Creek, causing decreases in their other primary revenue
streams such as food and beverage sales and golf operations revenue. These
decreases are partially offset by an increase in membership dues as a result
of price increases and the introduction of Signature Gold in the second quarter
of 2001. Average daily revenue per occupied room has decreased due to the
decline in spending at Barton Creek and decreased average daily room rates at
Pinehurst resulting from efforts to maintain our volume of room nights at the
resort.

Segment operating loss increased slightly for same store resorts for the
twelve weeks ended March 19, 2002 from the twelve weeks ended March 20, 2001.
This change is primarily due to the decrease in revenues mentioned above,
partially offset by decreased operating costs and expenses due to the effective
management of payroll and other expenses in response to reduced guest volume.
Depreciation and amortization increased due to recently completed capital
expansions.

Adjusted EBITDA decreased slightly for same store resorts for the twelve
weeks ended March 19, 2002 from the twelve weeks ended March 20, 2001. This
decrease is attributable to the increased operating loss mentioned above in
addition to a decrease in net membership fees.

Other Operations

Adjusted EBITDA for realty operations increased to ($1.0) million in the
twelve weeks ended March 19, 2002 from ($1.4) million in the twelve weeks ended
March 20, 2001. This increase is primarily due to the divestiture of The
Owners Club at Telluride, Inc., offset by decreased sales closings in our
Owners Club program. Sales of Owners Club units have been adversely impacted
by a sellout of the majority of our available interests at two locations as
well as continued uncertainty in the nations economy.

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##### Table of Contents



Adjusted EBITDA for international operations increased to $0.5 million in
the twelve weeks ended March 19, 2002 from ($0.1) million in the twelve weeks
ended March 20, 2001. This increase is primarily due to increases in net
membership deposits and fees and operating income related to the opening of
three developing golf facilities since first quarter 2001.

Seasonality of Demand; Fluctuations in Quarterly Results

Our quarterly results fluctuate as a result of a number of factors. Usage
of our 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. Our business
facilities typically generate a 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 or 17 weeks of operations and the
first, second and third quarters consist of twelve weeks. As a result of these
factors, we usually generate a disproportionate share of our revenues in the
second, third, and fourth quarters of each year and have lower revenues and
profits in the first quarter. The timing of purchases, sales, leases of
facilities, or divestitures, has also caused and may cause our results of
operations to vary significantly in otherwise comparable periods. In addition,
our results can be and have been affected by non-seasonal and severe weather
patterns.

Liquidity and Capital Resources

Historically, we have financed our operations and cash needs primarily
through cash flows from operations, proceeds from divestitures, and long-term
debt. Our primary cash needs for the remainder of 2002 and the immeditate
future consist of capital to finance working capital needs, capital
replacements at existing facilities, and existing capital expansion and
development projects. We distinguish 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 certain
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.

We are currently in the process of completing four development projects
that we have undertaken in the last two years. As of May 3, 2002, we have
funded approximately $13.6 million of the capital outlays for these projects.
Approximately $13.4 million in additional expenditures will be required in the
remainder of 2002 to fully complete these projects. Subsequent to March 19,
2002, we finalized mortgage financing with an external lender that provided
approximately $13.8 million in funding for these projects. Upon completion of
these projects, we do not expect to take on any significant discretionary
capital expenditures for the remainder of 2002. Our current goal is to use the
anticipated cash flows from these projects as well as those from our core
operations to reduce our outstanding balance under our combined credit
facility. As such, our trend of increased capital expenditures over the last
three years will not continue in 2002.

We are also currently finalizing the process of disposing of several
non-strategic assets. As of May 1, 2002, we have completed the divestiture of
six properties in the current year for total cash proceeds of approximately
$11.6 million and the assumption of $3.8 million in long-term debt.

14



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##### Table of Contents



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 the use of terminology
such as may, will, expects, plans, anticipates, estimates,
potential or continue, or the negative thereof or other comparable
terminology. Although we believe that the expectations reflected in our
forward-looking statements are reasonable, we can give no assurance that such
expectations or any of our forward-looking statements will prove to be correct,
and actual results could differ materially from those projected or assumed in
our forward-looking statements. Forward-looking statements are subject to
inherent risks and uncertainties, some of which are summarized in this section
and in our Form 10-K for the year ended December 25, 2001.

Our success depends on our ability to attract and retain members at our
clubs and maintain or increase usage of our facilities. We have experienced
varying levels of membership enrollment and attrition rates and, in certain
areas, decreased levels of usage of our facilities during our 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 our 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
we 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 our business, operating results, and financial condition. Other
factors that may affect our 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, changes in law, and future terrorist attacks
on the United States similar to those that occurred on September 11, 2001.

Recently Adopted Accounting Pronouncements

Effective December 26, 2001, we adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets. The adoption of
SFAS 142 did not have a significant impact on our consolidated financial
position or results of operations as we have virtually no goodwill in our
consolidated financial statements. Substantially all of our purchase price
related to our acquisitions is allocated to property and equipment.

Effective December 26, 2001, we adopted Statement of Financial Accounting
Standards No. 144, Accounting for the Disposal or Impairment of Long-Lived
Assets. SFAS 144 supersedes SFAS 121 and the reporting provisions of
Accounting Principles Board Opinion No. 30 for the disposal of a business
segment. The implementation of SFAS 144 had no effect on our consolidated
financial position or results of operations as we did not transfer any assets
to held for sale and disposals were not material for the twelve weeks ended
March 19, 2002.

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##### Table of Contents






PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits                                                                      
| | --- |  | ------------------------------------------------------------------------------
|
| |     |  | 10.1    Second Amendment to the ClubCorp Employees Stock Ownership Trust     
|
| |     |  | 15.1    Letter from KPMG LLP regarding unaudited interim financial statements
|
| |     |  | 24.1    Power of Attorney                                                    
|
| | (b) |  | Reports on Form 8-K                                                           
|
| |     |  | Not applicable                                                                

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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: May 3, 2002 | By:            | /s/ John D. BaileyJohn D. Bailey
Senior Vice President and
Chief Accounting Officer

17