DALLAS--Wyndham International, Inc. WBR today reported results for the fourth quarter and full year ending Dec. 31, 2002.

Business Performance

On a comparable pro forma basis, which reflects adjustments for acquisitions and dispositions, earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted, was $55.7 million for the fourth quarter versus $54.4 million for the same period in 2001. For the full year of 2002, pro forma EBITDA, as adjusted, was $301.3 million, versus $398.5 million in 2001. The pro forma results have been adjusted to remove the operating results of all assets sold during 2002, as if sold on Jan. 1, 2001.

Wyndham reported a net loss of $37 million and a pro forma net loss of $43.1 million for the fourth quarter, versus a $57.1 million net loss and $61.7 million pro forma net loss for the same period in 2001. After the effect of the Company's preferred dividend, this resulted in a net loss of $0.44 per share and a pro forma net loss per share of $0.48 for the quarter. For the full year 2002, the net loss was $500 million and the pro forma net loss was $513.8 million, versus a $139 million net loss and $492.9 million pro forma net loss for the prior year. Significant components of the difference between the pro forma net loss of $513.8 million and the pro forma EBITDA, as adjusted, of $301.3 million include $324.1 million of goodwill write-off, $267.1 million of depreciation and amortization, $227.8 million of interest expense, and $84.8 million of derivative losses offset by a $122.4 million tax benefit. (See attached schedule for complete reconciliation between net loss and EBITDA.)

Revenue per available room (RevPAR) continued to improve each quarter of the year. RevPAR for the Company's comparable owned and leased hotels improved from a decline of 23.1 percent in the fourth quarter 2001 to an increase of 7.6 percent in the fourth quarter of 2002, which exceeded the Company's guidance of 5.0 to 7.0 percent. The increase for the fourth quarter was comprised of a 7.1 percentage point increase in occupancy and a 4.2 percent reduction in average daily rate (ADR) for a RevPAR of $67.82.

"Given the challenging climate for the lodging industry, we made a strategic decision to grow our market share through a focus on occupancy. Our strategy paid off as RevPAR improved steadily throughout the year," said Wyndham International Chairman and Chief Executive Officer Fred J. Kleisner.

Branded Performance

For the fourth quarter 2002, comparable owned and operated Wyndham hotels and resorts had a RevPAR of $75.75, a 14.2 percent increase from the fourth quarter of 2001. For the year, these hotels and resorts experienced a RevPAR decline of only 2.4 percent, derived from a 3.1 percentage point increase in occupancy and a 6.7 percent decline in ADR. RevPAR on all comparable Wyndham owned and leased properties declined 6.8 percent during the year, which was comprised of a 1.1 percentage point increase in occupancy and an 8.3 percent decline in rate compared to 2001. Wyndham-branded owned and leased properties increased their RevPAR penetration index within its competitive set each month of the fourth quarter versus the prior year:

October +150 bps

November +230 bps

December +620 bps

Further, these properties ended the year with a RevPAR index of over 100 percent.

Mr. Kleisner stated: "The marked improvement of our branded properties compared to our total owned and leased portfolio underscores our core strategy to focus on proprietary-branded operations and, specifically, reflects the strength of Wyndham ByRequest®, our guest loyalty program. Wyndham ByRequest is a unique program that has helped us grow market share by treating our guests as individuals. The market response has been outstanding; we have tripled membership since June 2002 with almost 1.2 million members."

The operating margins for Wyndham-branded properties remained strong despite occupancy gains from guests paying lower rates, creating margin compression. For the fourth quarter, hotel gross operating profit margins at Wyndham-branded owned and operated hotels and resorts maintained the same margins as in the prior year even with significant cost increases in property and casualty insurance. These fixed cost increases were offset by variable cost reductions reflecting the effectiveness of proactive business planning.

Financial Highlights

Cash and equivalents were $181.1 million as of Dec. 31, 2002, inclusive of $143.8 million of restricted cash. Cash and equivalents increased by $15.7 million from the $165.4 million on hand at the end of the third quarter 2002.

During the fourth quarter, debt decreased by $460 million due primarily to the application of net asset sale proceeds. As of Dec. 31, 2002, the Company's total debt was $2.827 billion. The breakdown of the debt at year-end was as follows: Revolver $156.4 million; IRLs $447.7 million; Term Loans $1.183 billion; and Mortgage and other indebtedness $1.039 billion. At the end of the fourth quarter, liquidity was approximately $256 million. The Company defines liquidity as revolver availability, plus cash available at the corporate level.

Said Mr. Kleisner: "Since the beginning of 2000, we have maintained a strong liquidity position, notwithstanding the sluggish economy that began in 2001 and continues into 2003. We will continue to manage cash very tightly and make prudent spending decisions in light of the current economic conditions."

Wyndham began 2002 with approximately $280 million of mortgage loans coming due in the year. Through extensions and refinancings, the Company eliminated its 2002 maturities. In addition, it is currently in the process of receiving bids to refinance its 2003 and 2004 mortgage pool maturities and to push the maturity dates by at least five years.

Additionally, during the quarter, the Company spent approximately $23 million on capital expenditures. For the full year of 2003, Wyndham expects to commit approximately $83 million in maintenance capital expenditures.

Strategic Plan

In 2002, the Company sold 20 hotel properties and its investment in Shula's Steakhouse for gross proceeds of approximately $590 million, including the sale of 14 non-strategic assets to Westbrook Hotel Partners for gross proceeds of approximately $517 million.

In total, since 1999, the Company has sold 102 assets for approximately $1.5 billion. Wyndham has 34 non-strategic assets remaining to be sold. The Company expects to generate gross proceeds in the range of $750 million to $900 million from the sale of these remaining non-strategic assets. The net proceeds will be used to reduce debt.

Wyndham has and will continue to focus its business development in the acquisition of management and franchise contracts with little to no capital investment as well as the conversion of non-proprietary-branded hotels to the Wyndham flag.

During 2002, Wyndham signed seven new franchise agreements. The largest franchise agreement was the 850-room Wyndham Nassau located in the Bahamas. The property was converted from Marriott on Nov. 1, 2002. On Dec. 1, 2002, the Company converted the Hilton Little Rock to a Wyndham Hotel. In addition, during the year, the Company has, or is in the process of, converting three other owned, non-proprietary hotels to the Wyndham brand: the Condado Plaza in Puerto Rico, the Hilton Ft. Lauderdale in Florida and the Hilton Columbus in Georgia.

2003 Guidance

For the first quarter of 2003, RevPAR is forecasted to be negative 1 to 2 percent as compared to the first quarter of 2002, and EBITDA, as adjusted, is forecasted to be between $82 and $87 million. For the full year of 2003, the Company is estimating RevPAR to be flat to slightly positive, and full year EBITDA, as adjusted, is expected to be essentially flat as compared to 2002, in the range of $300-$305 million.

Said Mr. Kleisner: "Our 2003 projections assume that there is no measurable recovery in the economy until the end of 2003, there are no major terrorist attacks against the US, and we have not built in any impact of a potential war with Iraq. When Sept. 11 happened, it took us 14 days to implement a plan; in the event of war in Iraq, we will be ready to implement our plan within 24 hours."

Mr. Kleisner continued: "Wyndham will remain nimble to react to changes in our industry and make the necessary adjustments to our business operating plan to maintain a financially sound company."

The Company has also taken additional expense reductions to offset the increases in fixed expenses such as property, health and directors and officers insurance. These additional measures include the reduction in the workforce and a wage freeze for all non-hourly employees in both the field and the corporate office. The Company expects these actions will help keep 2003 operating margins slightly above 2002 levels.

Wyndham International, Inc. offers upscale and luxury hotel and resort accommodations through proprietary lodging brands and a management services division. Based in Dallas, Wyndham owns, leases, manages and franchises hotels and resorts in the United States, Canada, Mexico, the Caribbean and Europe. For more information, visit www.wyndham.com. For reservations, call 800-WYNDHAM.

Cautionary Statement - This press release contains certain forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including projections about future operating results. The company's results could differ materially from those set forth in the forward-looking statements. Certain factors that might cause a difference include, but are not limited to, risks associated with the availability of equity or debt financing at terms and conditions favorable to Wyndham; risks associated with the course of litigation; Wyndham's ability to effect sales of assets on favorable terms and conditions and the ability to negotiate and execute definitive sale agreements; Wyndham's ability to integrate acquisitions into its operations and management; risks associated with the hotel industry and real estate markets in general; competition within the lodging industry; the impact of general economic conditions; risks associated with debt financing; the impact of terrorists' activity, threats of terrorist activity, war and responses thereto on the economy in general and the travel and hotel industries in particular; and other risks and uncertainties set forth in the company's annual, quarterly and current reports, and proxy statements.

                     WYNDHAM INTERNATIONAL, INC.
                 2002 OPERATING STATISTICS BY QUARTER


                                              Twelve Months Ended
                     Fourth Quarter             December 31, 2002
               --------------------------- 
                2002     2001    % Change   2002     2001    % Change
               -------- -------- --------- -------- -------- 
COMPARABLE WYNDHAM BRANDED OWNED AND OPERATED HOTELS (a)
Wyndham Branded Owned and Operated

  Average
   daily rate  $110.50  $114.54      -3.5% $114.96  $125.16      -8.1%
  Occupancy       66.4%    57.5%  8.9 ppt     69.3%    66.6%  2.7 ppt
  RevPAR        $73.39   $65.86      11.4%  $79.66   $83.30      -4.4%
Wyndham Hotels & Resorts

  Average
   daily rate  $114.90  $117.09      -1.9% $119.12  $127.68      -6.7%
  Occupancy       65.9%    56.6%  9.3 ppt     69.1%    66.0%  3.1 ppt
  RevPAR        $75.75   $66.31      14.2%  $82.30   $84.31      -2.4%
Wyndham Luxury Resorts (b)

  Average
   daily rate  $222.45  $226.24      -1.7% $225.40  $247.11      -8.8%
  Occupancy       58.3%    54.5%  3.8 ppt     56.5%    55.5%  1.0 ppt
  RevPAR       $129.71  $123.30       5.2% $127.44  $137.28      -7.2%
Summerfield by Wyndham

  Average
   daily rate   $93.85  $105.81     -11.3% $100.82  $119.05     -15.3%
  Occupancy       77.2%    69.3%  7.9 ppt     79.7%    77.3%  2.4 ppt
  RevPAR        $72.48   $73.34      -1.2%  $80.32   $91.93     -12.6%
Wyndham Garden

  Average
   daily rate   $75.40   $83.10      -9.3%  $79.30   $90.79     -12.7%
  Occupancy       59.2%    51.3%  7.9 ppt     61.2%    60.4%  0.8 ppt
  RevPAR        $44.67   $42.68       4.7%  $48.54   $54.82     -11.5%

COMPARABLE OWNED & LEASED HOTELS
Proprietary Branded (c)

  Average
   daily rate  $110.17  $114.83      -4.1% $114.54  $126.17      -9.2%
  Occupancy       67.7%    59.1%  8.6 ppt     70.5%    67.9%  2.6 ppt
  RevPAR        $74.54   $67.76      10.0%  $80.76   $85.65      -5.7%

Non-Proprietary Branded (d)

  Average
   daily rate   $89.69   $95.19      -5.8%  $92.76   $99.31      -6.6%
  Occupancy       57.7%    54.2%  3.5 ppt     60.3%    62.9% -2.6 ppt
  RevPAR        $51.74   $51.62       0.2%  $55.92   $62.41     -10.4%

Total Portfolio

  Average
   daily rate  $104.80  $109.41      -4.2% $108.88  $118.78      -8.3%
  Occupancy       64.7%    57.6%  7.1 ppt     67.5%    66.4%  1.1 ppt
  RevPAR        $67.82   $63.02       7.6%  $73.53   $78.89      -6.8%

NOTE: All hotel statistics exclude assets sold to date.

    (a) Brand statistics are based on comparable owned and operated
        hotels for respective periods.
    (b) Reflects results of the Boulders, Carmel Valley Ranch, the
        Lodge at Ventana Canyon, and Isla Navidad.
    (c) Reflects Wyndham Hotels & Resorts, Wyndham Luxury Resorts,
        Summerfield Suites by Wyndham and Wyndham Garden Hotels that
        were branded as of January 1, 2001.
    (d) Non-proprietary brand hotels owned by the Company as of
        January 1, 2001.
                      WYNDHAM INTERNATIONAL, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                            (in thousands)
                              (Unaudited)

                                     Quarter Ended December 31,
                           
                              2002        2001       2002      2001
                            Comparable  Comparable
                            Pro Forma   Pro Forma    Actual    Actual
                                (1)         (1)
                           ----------- ----------- --------- 
 Revenues:
  Hotel revenues             $404,487    $377,060  $415,388  $390,765
  Management fees and
   service fee income           4,162       3,847     4,235     4,680
  Interest and other income     1,529       2,129     1,534     2,295
                           ----------- ----------- --------- 
     Total revenues           410,178     383,036   421,157   397,740
                           ----------- ----------- --------- 

 Expenses:
  Hotel expenses              345,284     312,198   351,442   318,185
  General and
   administrative costs        10,767      16,558    10,766    17,483
  Interest expense             53,583      64,767    53,631    65,327
                           ----------- ----------- --------- 
     Total operating costs
      and expenses            409,634     393,523   415,839   400,995
                           ----------- ----------- --------- 

 Revenues net of direct
  expenses                        544     (10,487)    5,318    (3,255)

  Adjustments (2):
  Professional fees and
   other                        4,179       2,803     4,179     2,891
  Bond offering costs            (754)         –      (754)       
  Abandoned transaction
   costs                          669       2,414       669     2,414
  Pre-opening and
   conversion costs                53       3,481        55     3,482
  Loss on derivative
   instruments                 15,474      18,004    15,474    18,004
  Impairment of assets held
   for sale                        –      24,159        –    24,159
  Gain on sale of assets      (11,599)     (3,436)  (14,209)   (3,436)
  Write-off of management,
   leasehold costs and
   license agreements           4,229       4,204     4,229     3,287
                           ----------- ----------- --------- 
     Total adjustments         12,251      51,629     9,643    50,801
                           ----------- ----------- --------- 

 Depreciation and
  amortization                 69,417      69,732    66,179    73,489
 Equity in earnings from
  unconsolidated
  subsidiaries                    (72)       (220)      (71)     (369)
 Minority interest in
  consolidated subsidiaries        59       1,145        58     1,145
                           ----------- ----------- --------- 
                               69,404      70,657    66,166    74,265
                           ----------- ----------- --------- 

Loss from continued
 operations before taxes      (81,111)   (132,773)  (70,491) (128,321)
 Benefit for income taxes      38,018      71,034    33,812    67,872
                           ----------- ----------- --------- 
  Loss from continued
   operations                 (43,093)    (61,739)  (36,679)  (60,449)
                           ----------- ----------- --------- 


Income from discontinued
 operations, net of taxes
 and minority interest             –          --     1,355     3,366
Loss from discontinued
 operations, net of taxes
 and minority interest             –          --    (1,652)       
                           ----------- ----------- --------- 
Income (loss) from
 discontinued operations,
 net of taxes and
 minority interest                 –           --     (297)    3,366
                           ----------- ----------- --------- 

 Net loss                    $(43,093)   $(61,739) $(36,976) $(57,083)
                           =========== =========== ========= =========

 EBITDA, as adjusted          $55,675     $54,449   $69,054   $75,222
                           =========== =========== ========= =========


    (1) The Comparable Pro Forma financial statements have been
        adjusted to remove the operations of hotels sold and related
        interest expense from corresponding retired debt and
        management contract revenue from terminated management
        contracts.

    (2) Adjustments exclude unusual and infrequent expenses to provide
        a comparable anaylsis of hotel operations.


                      WYNDHAM INTERNATIONAL, INC.
                         EBITDA Reconciliation
                 (in thousands, except per share data)
                              (Unaudited)

                                   Quarter Ended December 31,
                           
                              2002        2001       2002      2001
                            Comparable  Comparable
                            Pro Forma   Pro Forma    Actual    Actual
                           ----------- ----------- --------- 
EBITDA Reconciliation

 Net loss                    $(43,093)   $(61,739) $(36,976) $(57,083)

  Interest expense             53,583      64,767    53,631    65,327
  Depreciation and
   amortization                69,417      69,732    66,179    73,489
  Benefit for income taxes    (38,018)    (71,034)  (33,812)  (67,872)
                           ----------- ----------- --------- 
 EBITDA                        41,889       1,726    49,022    13,861

  Interest, depreciation
   and amortization from
   equity interest in
   unconsolidated
   subsidiaries                 1,681       1,778     1,682     1,805
  Interest, depreciation
   and amortization
   attributable to
   minority interests            (861)       (421)   (1,479)   (1,173)
  Professional fees and
   other                        4,179       2,803     4,179     2,891
 Bond offering costs             (754)         –      (754)       
  Abandoned transaction
   costs                          669       2,414       669     2,414
  Pre-opening and
   conversion costs                53       3,481        55     3,482
  Amortization of unearned
   compensation                   715         654       715       654
  Loss on derivative
   instruments                 15,474      18,004    15,474    18,004
  Impairment of assets held
   for sale                        –      24,159        –    24,159
  Gain on sale of assets      (11,599)     (3,436)  (14,209)   (3,436)
  Write-off of management,
   leasehold costs and
   license agreements           4,229       3,287     4,229     3,287
  Discontinued operations
   EBITDA                          –          --     9,471     9,274
                           ----------- ----------- --------- 

 EBITDA, as adjusted          $55,675     $54,449   $69,054   $75,222
                           =========== =========== ========= =========




Per Share Calculations:

  Loss from continued
   operations                $(43,093)   $(61,739) $(36,679) $(60,449)
  Income (loss) from
   discontinued operations,
   net of taxes and
   minority interest               –          --      (297)    3,366
                           ----------- ----------- --------- 
  Net loss                   $(43,093)   $(61,739) $(36,976) $(57,083)
  Adjustment for preferred
   stock                      (37,081)    (40,092)  (37,081)  (40,092)
                           ----------- ----------- --------- 
    Net loss attributable
     to common shareholders  $(80,174)  $(101,831) $(74,057) $(97,175)
                           =========== =========== ========= =========

  Basic and diluted loss per common share:
   Loss from continued
    operations                 $(0.48)     $(0.61)   $(0.44)   $(0.60)
   Income from discontinued
    operations, net of
    taxes and minority
    interest                       –          --        –      0.02
                           ----------- ----------- --------- 
    Net loss per
     common share              $(0.48)     $(0.61)   $(0.44)   $(0.58)
                           =========== =========== ========= =========

  Basic and diluted weighted
   average common shares
   and share equivalents      167,999     167,860   167,999   167,860
                      WYNDHAM INTERNATIONAL, INC.
            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                            (in thousands)
                              (Unaudited)

                               Twelve Months Ended December 31,
                       
                          2002        2001        2002        2001
                        Comparable  Comparable
                        Pro Forma   Pro Forma     Actual      Actual
                           (1)         (1)
                       ----------- ----------- ----------- 
 Revenues:
   Hotel revenues      $1,651,376  $1,741,454  $1,691,583  $1,848,950
   Management fees and
    service fee income     16,366      13,829      17,639      20,240
   Interest and other
    income                  6,668       9,369       6,922       9,902
                       ----------- ----------- ----------- 
    Total revenues      1,674,410   1,764,652   1,716,144   1,879,092
                       ----------- ----------- ----------- 

 Expenses:
   Hotel expenses      $1,325,941  $1,310,814  $1,356,624  $1,397,107
   General and
    administrative
    costs                  52,707      53,726      52,694      59,204
   Interest expense       227,838     288,120     227,899     294,409
                       ----------- ----------- ----------- 
    Total operating
     costs and expenses 1,606,486   1,652,660   1,637,217   1,750,720
                       ----------- ----------- ----------- 

 Revenues net of direct
  expenses                 67,924     111,992      78,927     128,372

  Adjustments(2):
   Reductions in
    reservation and
    marketing funds            –       5,239          –       5,239
   Professional fees
    and other               7,530      14,257       7,530      14,482
   Bond offering costs      3,750          –       3,750          
   Abandoned
    transaction costs       2,803       3,921       2,803       3,921
   Pre-opening and
    conversion costs        1,011      12,098       1,011      12,117
   Interstate Spin-off
    costs                      –          --          –           3
   Loss on derivative
    instruments            84,844      47,600      84,844      47,600
   Impairment of assets
    held for sale             162      24,159         162      24,159
   Loss (gain) on sale
    of assets               6,641      11,202     (10,701)     11,202
   Write-off of
    management,
    leasehold costs and
    license agreements      6,126      21,988       6,445      16,466
                       ----------- ----------- ----------- 
    Total adjustments     112,867     140,464      95,844     135,189
                       ----------- ----------- ----------- 

 Depreciation and
  amortization            267,121     230,259     263,884     243,063
 Equity in earnings
  from unconsolidated
  subsidiaries               (730)     (2,690)     (1,039)     (3,500)
 Minority interest in
  consolidated
  subsidiaries                765       4,975         765       8,257
                       ----------- ----------- ----------- 
                          267,156     232,544     263,610     247,820
                       ----------- ----------- ----------- 

 Loss from continued
  operations before
  taxes                  (312,099)   (261,016)   (280,527)   (254,637)
 Benefit for income
  taxes                   122,367     115,653     110,678     107,993
                       ----------- ----------- ----------- 
 Loss from continued
  operations             (189,732)   (145,363)   (169,849)   (146,644)
                       ----------- ----------- ----------- 

 Income from discontinued
  operations, net of
  taxes and minority
  interest                     –          --       5,212      19,907
 Gain from discontinued
  operations, net of
  taxes and minority
  interest                     –          --     (10,977)         
                       ----------- ----------- ----------- 
 Income (loss) from
  discontinued
  operations, net of
  taxes and minority
  interest                     –          --      (5,765)     19,907
                       ----------- ----------- ----------- 

  Loss before
   cumulative effect of
   accounting change
   and extraordinary
   item, net of taxes    (189,732)   (145,363)   (175,614)   (126,737)
   Accounting change,
    net of applicable
    taxes                (324,102)   (346,412)   (324,102)    (10,365)
   Extraordinary item,
    net of applicable
    taxes                      –      (1,119)         –      (1,838)
                       ----------- ----------- ----------- 

 Net loss               $(513,834)  $(492,894)  $(499,716)  $(138,940)
                       =========== =========== =========== ===========

 EBITDA, as adjusted     $301,258    $398,498    $356,403    $479,981
                       =========== =========== =========== ===========

    (1) The Comparable Pro Forma financial statements have been
        adjusted to remove the operations of hotels sold and related
        interest expense from corresponding retired debt and
        management contract revenue from terminated management
        contracts.

    (2) Adjustments exclude unusual and infrequent expenses to provide
        a comparable analysis of hotel operations.

                      WYNDHAM INTERNATIONAL, INC.
                         EBITDA Reconciliation
                 (in thousands, except per share data)
                              (Unaudited)

                                     Twelve Months Ended
                                         December 31,
                       
                          2002        2001        2002        2001
                        Comparable  Comparable
                        Pro Forma   Pro Forma     Actual      Actual
                       ----------- ----------- ----------- 
EBITDA Reconciliation

 Net loss               $(513,834)  $(492,894)  $(499,716)  $(138,940)

   Interest expense       227,838     288,120     227,899     294,409
   Depreciation and
    amortization          267,121     230,259     263,884     243,063
   Benefit for income
    taxes                (122,367)   (115,653)   (110,678)   (107,993)
   Accounting change,
    net of applicable
    taxes                 324,102     346,412     324,102      10,365
   Extraordinary item,
    net of applicable
    taxes                      –       1,119          –       1,838
                       ----------- ----------- ----------- 
 EBITDA                   182,860     257,363     205,491     302,742
  Interest,
   depreciation and
   amortization from
   equity interest in
   unconsolidated
   subsidiaries             5,694       5,368       5,705       5,670
  Interest,
   depreciation and
   amortization
   attributable to
   minority interests      (3,528)     (2,195)     (6,160)     (5,965)
   Reductions in
    reservation and
    marketing funds            –       5,239          –       5,239
   Professional fees
    and other               7,530      14,257       7,530      14,482
   Bond offering costs      3,750          –       3,750          
   Abandoned
    transaction costs       2,803       3,921       2,803       3,921
   Pre-opening and
    conversion costs        1,011      12,098       1,011      12,117
   Interstate Spin-off
    costs                      –          --          –           3
   Amortization of
    unearned
    compensation            3,365       2,104       3,365       2,104
   Loss on derivative
    instruments            84,844      47,600      84,844      47,600
   Impairment of assets
    held for sale             162      24,159         162      24,159
   Non-recurring fees
    included in G&A            –         916          –         916
   Loss (gain) on sale
    of assets               6,641      11,202     (10,701)     11,202
   Write-off of
    management,
    leasehold costs and
    license agreements      6,126      16,466       6,445      16,466
   Discontinued
    operations EBITDA          –          --      52,158      39,325
                       ----------- ----------- ----------- 
 EBITDA, as adjusted     $301,258    $398,498    $356,403    $479,981
                       =========== =========== =========== ===========

Per Share Calculations:

 Loss from continued
  operations             (189,732)   (145,363)   (169,849)   (146,644)
 Income (loss) from
  discontinued
  operations, net of
  taxes and minority
  interest                     –          --      (5,765)     19,907
 Accounting change,
  net of applicable
  taxes                  (324,102)   (346,412)   (324,102)    (10,365)
 Extraordinary item,
  net of applicable
  taxes                        –      (1,119)         –      (1,838)
                       ----------- ----------- ----------- 
 Net loss               $(513,834)  $(492,894)  $(499,716)  $(138,940)
 Adjustment for
  preferred stock        (144,217)   (122,621)   (144,217)   (122,621)
                       ----------- ----------- ----------- 
  Net loss
   attributable to
   common shareholders  $(658,051)  $(615,515)  $(643,933)  $(261,561)
                       =========== =========== =========== ===========

 Basic and diluted loss
  per common share:
  Loss from continued
   operations              $(1.99)     $(1.60)     $(1.87)     $(1.61)
  Income (loss) from
   discontinued
   operations, net of
   taxes and minority
   interest                    –           --      (0.03)       0.12
  Income from discontinued
   operations, net of
   taxes and minority
   interest                 (1.93)      (2.07)      (1.93)      (0.06)
  Extraordinary item,
   net of applicable
   taxes                       –       (0.01)         –       (0.01)
                       ----------- ----------- ----------- 
   Net loss per
    common share           $(3.92)     $(3.68)     $(3.83)     $(1.56)
                       =========== =========== =========== ===========

 Basic and diluted
  weighted average
  common shares and
  share equivalents       167,943     167,698     167,943     167,698