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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                                     |                                                                                         
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2003                   
|OR                                                            
|o                                                              | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                              to

Commission file number 0-27444

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SOURCECORP, Incorporated(Exact name of Registrant as specified in its charter)

|DELAWARE(State or other jurisdiction of
incorporation or organization)                |  | 75-2560895(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------- |  | ----------------------------------------------
|3232 MCKINNEY AVE., SUITE 1000, DALLAS, TEXAS(Address of principal executive offices) |  | 75204(zip code)                               
|(214) 740-6500Registrant's telephone number,
(including area code)                   
|Securities registered pursuant to Section 12(b) of the Act:                          

|TITLE OF EACH CLASS |  | NAME OF EACH EXCHANGE
ON WHICH REGISTERED
|------------------- |  | -----------------------------------------
|None                |  | None                                     

Securities
registered pursuant to Section 12(g) of the Act:

COMMON STOCK, PAR VALUE $.01 PER SHARE(Title of Class)

(Former
name or former address if changed since last report)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2003 (the last business day of the Company's
most recently completed second fiscal quarter) was $349,209,101 based on the last sale price of $21.60 of the Registrant's Common Stock, $.01 par value per share, on the Nasdaq National Market on
June 30, 2003.

As
of February 27, 2004, 16,096,156 shares of the Registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days
after the end of our fiscal year ended December 31, 2003 are incorporated by reference into Part III of this Form 10-K.



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SOURCECORP, Incorporated  2003 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS



|         |  |                                                                                      
|-------- |  | -------------------------------------------------------------------------------------
|PART I  
|Item 1.  |  | Business                                                                             
|Item 2.  |  | Properties                                                                           
|Item 3.  |  | Legal Proceedings                                                                    
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                  
|PART II 
|Item 5.  |  | Market for Registrant's Common Equity and Related Stockholder Matters                
|Item 6.  |  | Selected Financial Data                                                              
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                           
|Item 8.  |  | Financial Statements and Supplementary Data                                          
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|Item 9A. |  | Controls and Procedures                                                              
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                   
|Item 11. |  | Executive Compensation                                                               
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                       
|Item 13. |  | Certain Relationships and Related Transactions                                       
|Item 14. |  | Principal Accounting Fees and Services                                               
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                     

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PART I

This Annual Report on Form 10-K (the "Report") contains certain forward-looking statements such as our intentions, beliefs, expectations,
strategies, predictions or any other variation thereof or comparable phraseology of our future activities or other future events or conditions within the meaning of Section 27A of the
Securities Act of 1993, as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the risk of integrating our operating companies, of the timing and magnitude
of technological advances, of the occurrences of future events that could diminish our customers' needs for our services, of a change in the degree to which companies continue to outsource business
processes, as well as such other risks set forth under the heading Risk Factors included in this report. Although we believe that the assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other
person that our objectives and plans will be achieved.

ITEM 1.Business

General

SOURCECORP, Incorporated is a national provider of business process outsourcing solutions specializing in document and information management and a provider of
specialized knowledge-based processing and/or consulting solutions. We offer clients in information-intensive industriessuch as financial services, healthcare, legal, government, and
transportationthe solutions to manage their information and document intensive business processes and the solutions to fulfill certain specialized knowledge-based processing and
consulting requirements, enabling these organizations to concentrate on their core competencies.

As
a national business process outsourcing provider, we operate approximately 98 facilities in 26 states, Washington, D.C. and Mexico, with approximately 6,800 employees at
December 31, 2003.

We
serve a diverse client base, including customers in the financial services, healthcare insurance, healthcare provider, legal and transportation/logistics industries as well as public
sector agencies. Enterprises can outsource many of their information management, distribution and specific information-intensive processes as well as certain specific knowledge-based processing and/or
specialized subject matter needs to us due to the breadth of our outsourcing capabilities and subject matter expertise.

We
believe that the business process outsourcing solutions and consulting markets are growing due to several factors, including: (i) government regulations that require lengthy
document retention periods and rapid accessibility for many types of records; (ii) continuing advancements in computer, networking, facsimile, printing and other technologies that have greatly
facilitated the production and wide distribution of documents; (iii) the increasing litigiousness of society, necessitating access to relevant documents and records for extended periods of time
and requiring specialized subject matter expertise; and (iv) increased customer expectations of low cost access to records on short notice.

Our
customer profile includes enterprises, both commercial and public-sector, that have information-intensive business processes involving large volumes of documents, forms, case files
and storage, with frequent access and distribution requirements or that have other types of information needs that require specialized processing and/or subject matter expertise. We believe that these
clients will continue to increase their outsourcing for these needs in order to further focus on their core

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operating
competencies and revenue generating activities; reduce fixed costs, including labor and equipment costs; utilize, on a project basis, highly qualified subject matter experts without
incurring the ongoing costs; and gain access to new technologies without incurring the investments and risks of obsolescence associated with the technologies required to effectively meet these needs.

Business Strategy

Our goal is to become a leading provider in the U.S. of business process outsourcing solutions for information and document intensive vertical markets, including
healthcare insurance, financial services, healthcare provider, transportation/logistics, federal and state government, and legal industries and a leading provider of certain knowledge-based processing
and consulting services. Achieving our goal will involve extending our involvement in key business processes that we support today with additional
processing and consulting capabilities. We have implemented the following focused business strategy, which we believe will attract and retain clients:

Economies and Efficiencies.We intend to deliver superior, faster and more cost effective services than our customers can
provide for themselves.

Scope and Scale.We plan to continue to establish a range of business process outsourcing services to meet the diverse needs
of our customers by expanding existing platforms and making selected strategic acquisitions. We intend to continue to handle large volume engagements associated with information-intensive processes.

Flexible Service Delivery.We intend to continue to provide outsourced service facilities, on-site facility
management and dedicated customer operations through our network of domestic and international workforce and vendor relationships.

Information and Technology Lifecycles.We intend to continue to be involved during the stages of the information lifecycle
from mailroom operations, data capture, conversion and storage to analysis and output processing. In addition, we intend to further develop processing capabilities and expect to continue to be
involved in the technology lifecycles from paper to electronic, making use of web-based and other technologies.

Invest in Sales Resources.We intend to expand investments in sales and sales support personnel and resources to expand our
pursuit of long-term customer relationships within our key markets. We intend to increase the number of large accounts we can pursue at a given time and, over time increase our win rates
through additional client references and successful testimonials.

Emphasize Account Penetration.We intend to emphasize account penetration in two primary ways. First, we intend to continue
to sell our existing clients additional business process outsourcing solutions. Second, we intend to use our technology advances and industry specific knowledge to sell solutions to new clients.

Invest in Technology.We intend to continue our investments in technology in order to expand our business process outsourcing
solutions, facilitate the integration of our service platforms, reduce labor costs relative to our growth, and provide our services in more efficient ways. These investments include the acquisition of
new-generation high speed scanning equipment, optical character recognition software and systems, communication systems, and other infrastructure related to our service platforms.

Internet.We intend to continue to utilize web-based technologies. Our plans include
business-to-business e-commerce enabler products to provide critical back office functions. Our e-business strategy revolves around three areas:
(i) order entry and status; (ii) web conversion services; and (iii) web storage and retrieval.

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Retain and recruit highly qualified consultative professionals.We intend to continue our recruiting activities for highly
qualified consultative professionals in order to expand our professional economic research and litigation support services. Additionally, we intend to maintain a critical mass of consultative
professionals in order to handle multiple large, complex assignments simultaneously.

Acquisition and Divestiture Strategy

We have transitioned to an operating company supported by a strategic acquisition program. Since our inception, we have acquired 72 companies and divested 17
operating units as of December 31, 2003. Of these acquisitions, 85% were completed in the first four years following our initial public offering, in January 1996, as we established a
geographic footprint to enable us to provide services nationally. Periodically, we evaluate candidates for acquisition, as well as our operating units for possible divestiture, as a part of our
strategic plan. Acquisition candidates are evaluated in conjunction with our operating management team in order to acquire those candidates that meet certain strategic requirements. These criteria
include service expansion to broaden service offerings, additional technology, added management strength, industry expertise, expansion of our customer base and geographic need. We believe that we
will continue to be a successful acquirer of other business process outsourcing solution and knowledge management companies, nevertheless, there are numerous risks associated with our acquisition
program. See "Risk Factors." We evaluate the strategic fit of our operations in order to optimize the use of our capital and management resources. Examples of the criteria used in determining
strategic fit include, but are not limited to, cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth potential, and expected
ongoing capital requirements.

During
the second and third quarters of 2001, we completed a strategic realignment plan to better position the Company to pursue business process outsourcing and certain knowledge-based
services. As part of this plan, we identified certain non-strategic service offerings for divestiture or closure, and accordingly, developed and committed to a divestiture plan. The
non-strategic service offerings were evaluated based on criteria such as cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements,
market growth potential, and expected ongoing capital requirements.. Pursuant to this plan, we completed the sale or closure of 15 operating units during 2001. These units related to the following
services: (i) automated litigation support services; (ii) high-speed, multiple-set reproduction of documents; (iii) records acquisition in the form of
subpoena
of business documents and service of process; (iv) commercial system integration services; and (v) investor services.

Services Offered

We provide a variety of business process outsourcing solutions and knowledge-based services and draw upon our available services and expertise to develop
solutions for our clients based on their specific needs. As a result of the 2001 strategic realignment plan discussed above, we realigned our operating units into the following segments: Information
Management and Distribution; and Healthcare, Regulatory, and Legal Compliance. See Note 16, Segment Reporting, of Notes to Consolidated Financial Statements of SOURCECORP, Incorporated and
subsidiaries (the "Consolidated Financial Statements") for the last three years' financial results under these segments.

Information Management and Distribution.We offer Business Process Outsourcing ("BPO") solutions that help our customers
manage theDocument In-flow,Workflow ProcessingandStatement
Out-flowof their mission critical business document processes. Our BPO solutions enable customers to automate their complex workflow processes by digitizing
extremely large volumes of documents, capturing information from the documents, hosting electronic documents on our Web-based repository, and preparing statements that customers mail or
present electronically to their end users. We offer our BPO solutions to businesses in document intensive industries, such as healthcare insurance, financial

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services,
healthcare provider, transportation/logistics, and federal and state government. Information Management and Distribution represented 58.3% of revenue and 49.0% of pre-tax income during 2003.

Document In-flow:Our BPO solutions start with our ability to receive and process customer documents at more than
twenty sites located throughout the United States and multiple offshore venues. Our services include outsourced mailroom management, high-speed electronic scanning, automated data capture
using optical character recognition (OCR) software, and domestic and offshore data entry. Each day, we process millions of document pages in our highly efficient processing facilities.

Workflow Processing:Once the documents are digitized and key information is captured in a database, we can host customers'
electronic documents and enterprise workflow applications onFASTRIEVE, our Web-based document repository and workflow platform. FASTRIEVEallows customers
to quickly implement enterprise workflow applications without the capital investment and ongoing maintenance costs required
by an in-house system. Each day, thousands of users at more than twenty companies accessFASTRIEVE's secure data center to integrate their
electronic documents with workflow applications specific to their industries.FASTRIEVE's online document repository
enables workflow processes involving mortgage loan documents, healthcare claims, patient records, personnel files, tax files, accounts payable and other mission critical business document processes.

Statement Out-flow:We also process customer data to create, print, and mail statements to our customers' end
users. We operate three large statement processing and out-bound mail facilities in the Eastern, Midwest, and Western United States. Our national "footprint" allows us to efficiently
deliver statements to any mail zone in the United States. We also provide our customers with the ability to present electronic statements to their end users through our Web-based statement
repository or by email. Each day, we create, print, and mail thousands of statements including brokerage statements, bank statements, and customer invoices.

In
conjunction with statement out-flow, we also operate two large print and mail facilities in California and Oklahoma that provide customers with full-service printing and
direct mail services. Our print and mail applications include large-scale distributions of corporate advertising, fund raising materials for non-profit groups, credit card applications,
and annual reports.

Healthcare, Regulatory and Legal Compliance.We offer specialized knowledge-based processing and consulting services that
include medical records release, record management services for healthcare institutions, temporary staffing for healthcare institutions, providing managed care compliance reviews, class action claims
administration, and professional economic research and litigation services. Healthcare, Regulatory and Legal Compliance represented 41.7% of revenue and 51.0% of pre-tax income during 2003. The
greater proportion of pre-tax income results from the higher margin nature of project revenue.

Medical records release servicesconsists of processing a request for a patient's medical records from a physician, insurance company,
attorney, healthcare institution or individual. The medical records release service provider initially verifies that the release is properly authorized, coordinates the retrieval of the record,
determines the relevant parts of the record to be copied and delivers the copied records (or portions thereof) to the requesting party. Medical records release services are provided
on-site and off-site pursuant to contracts with hospitals, other large healthcare institutions and insurance companies. The medical records release service provider bills the
recipient directly and sometimes pays a fee to the hospital.

Record management servicesconsist primarily of active or open shelf storage. Active or open shelf storage services involve the storage,
processing (i.e., indexing and formatting), retrieval, delivery and return to storage of documents in a rapid time frame. Many of these services are provided electronically through
web-enabled applications. Service fees generally include a monthly fee based on

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activity
levels and volumes stored, with additional billing for specialized requests. To a smaller extent, we store inactive documents.

Additional Healthcare and Compliance servicesinclude document and data conversion, archiving and imaging services for hospital radiology
departments, imaging and electronic storage of medical records for hospitals, coding and abstracting of medical records, managed care payment compliance reviews, and temporary staffing services for
hospital information management departments.

Class Action Claims Administration Servicesinclude turnkey services to administer legal settlements. Services include compiling and
managing claims databases, conducting mail campaigns for settlement communications and providing communication support for settlements through our in-bound call centers. We identify and
notify members of class action lawsuits or other groups, answer questions, track and record contact with class action or other group members, process claims and distribute settlement funds.

Professional Economic Research and Litigation Servicesinclude the utilization of highly skilled and experienced professionals and the
application of key intellectual property and experience based proprietary data to provide help in solving client problems. We are engaged in complex, high profile and high economic risk litigation
matters to offer expert analysis and testimony. Our high level consulting services range from fair lending, labor discrimination and forensic analysis to trial support for law firms and corporations.

Sales and Marketing

We have a broad customer base with no customer accounting for more than 10% of revenue or gross profit for the year ended December 31, 2003. However, the
loss of any one of our significant clients could leave us with a significantly higher level of fixed costs than is necessary to serve our remaining clients, and could have a material adverse effect on
our results of operations. Our sales efforts are accomplished on a national basis through regionally based sales teams with vertical market focus. We continue to focus on increasing revenue from our
current customer base through major account management focused on increasing service levels, selling additional services to existing and new departments, and piloting new service offering content.

Competition

The business process outsourcing solution and consulting markets in which we compete and expect to compete are highly competitive. A significant source of
competition is the in-house capability of our target client base. There can be no assurance that these businesses will outsource more of their business processing or consulting needs or
that they will not bring in-house, services that they currently outsource. In addition, certain of our competitors are larger businesses and have greater financial resources than we do.
Certain of these competitors operate in broader geographic areas or offer a broader set of capabilities than we do, and others may choose to enter our areas of operation in the future. We intend to
continue to enter new geographic areas through internal growth and potentially through acquisitions and expect to encounter significant competition from established competitors in each of such areas.
As a result of this highly competitive environment, we may lose clients or have difficulty in acquiring new customers and new companies and our results of operations may be adversely affected.

We
believe that the principal competitive factors in providing business process outsourcing or consulting services include quality, reliability and security of service, industry specific
knowledge and price. We compete primarily on the basis of quality of service and client segment specific knowledge as well as our ability to handle large volumes and projects, and believe that we
compete favorably with respect to these factors. We continue to integrate best practice delivery processes into all of our service-delivery capabilities to improve our quality and service levels and
to increase operational

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efficiencies.
We have also integrated the use of offshore resources and personnel in order to increase pricing competitiveness.

Employees

At December 31, 2003, we had approximately 5,700 full-time and approximately 1,100 part-time employees. Our employee count
fluctuates from time to time based upon the timing and duration of certain project revenue engagements. We also utilize contract labor in certain functions of our business. At December 31,
2003, we had 114 employees represented by labor unions. We consider our relations with our employees to be good.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge on our website
(www.srcp.com) as soon as reasonably practicable after they are filed with, or furnished to, the Securities and Exchange Commission.

Our Executive Officers

The following table sets forth certain information concerning each of our executive officers as of February 27, 2004:

|NAME               |  | AGE |  | POSITION                                                                           
|------------------ |  | --- |  | -----------------------------------------------------------------------------------
|Thomas C. Walker   |  | 71  |  | Chairman of the Board and Chief Development Officer                                
|Ed H. Bowman, Jr.  |  | 57  |  | President, Chief Executive Officer and Director                                    
|Barry L. Edwards   |  | 56  |  | Executive Vice President and Chief Financial Officer                               
|Charles S. Gilbert |  | 37  |  | Senior Vice President, General Counsel and Secretary                               
|Michael S. Rupe    |  | 53  |  | Senior Vice President and PresidentInformation Distribution Solutions Division    
|Kerry Walbridge    |  | 52  |  | Senior Vice President and PresidentBusiness Process Solutions Division            
|Ronald Zazworsky   |  | 59  |  | Senior Vice President and PresidentHEALTHSERVEDivision                            
|Dave Delgado       |  | 43  |  | Senior Vice President and PresidentLegal Claims and Regulatory Compliance Division
|Steve Davis        |  | 36  |  | Senior Vice President and Chief Information Officer                                
|Ralph D. Burns     |  | 49  |  | Vice President of Corporate Development                                            
|W. Bryan Hill      |  | 37  |  | Vice President and Chief Accounting Officer                                        

Thomas
C. Walker has been our Chairman of the Board since our inception in September 1994 and has been our Chief Development Officer since November 1995.
From September 1994 until November 1995, Mr. Walker held the positions of President and Chief Executive Officer. From August 1991 to December 1994, Mr. Walker
was Vice President, Corporate Development, of Laidlaw Waste Systems, Inc., a subsidiary of Laidlaw, Inc., a waste management company, where he was responsible for its acquisition and
divestiture program in the United States and Mexico. Mr. Walker has been responsible for the acquisition or divestiture of several hundred businesses over a 30-year period.
Mr. Walker holds a B.S. degree in Industrial Engineering from Lafayette College.

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Ed
H. Bowman, Jr. has been our President and Chief Executive Officer and a Director since November 1995. From 1993 to 1995, Mr. Bowman was Executive Vice President and
Chief Operating Officer of the Health Systems Group for First Data Corporation, a financial services company. Mr. Bowman was responsible for the day-to-day operations of
research and development, marketing and customer service. From 1983 to 1993, Mr. Bowman served in a number of executive positions with a leading healthcare information systems company;
responsibilities included VPInternational, VPMarketing, Senior VPCustomer Services, Group Senior VPResearch and Development, and last serving as
Executive Vice President and Chief Operating Officer with responsibility for domestic operations. Prior to 1983, Mr. Bowman was with Andersen Consulting (currently known as Accenture), where he
was elected a Partner. Mr. Bowman became a C.P.A. in 1973 and holds an M.S. degree from Georgia Institute of Technology and a B.B.A. from Georgia State University. Mr. Bowman is an
investor and former board member of several early-stage, privately held high technology companies and has served on the Board of the Advanced Technology Development Center at Georgia Tech.
Mr. Bowman currently serves on the Advisory Board to the President of Georgia Tech and on the Advisory Board of the Robinson School of Business at Georgia State University.

Barry
L. Edwards has been an Executive Vice President and our Chief Financial Officer since August 2000. From November 1994 to March 2000, Mr. Edwards was
Executive Vice President and Chief
Financial Officer for AMRESCO, a nationwide financial services company. He was responsible for the company's financial reporting, treasury and risk management, corporate accounting, information
technology, audit, human resources and investor relations. From December 1978 to November 1994, Mr. Edwards was Vice President and Treasurer of Liberty Corporation, an insurance
and broadcasting holding company, where he was responsible for all aspects of finance, including SEC reporting, financing, tax and audit functions. Mr. Edwards received a B.S. degree in Finance
and Economics from Lehigh University in 1969 and an M.B.A. degree from the University of Virginia Darden School Of Business in 1972. Mr. Edwards is a board member for Ryan's Family Steakhouses
and Robert Harris Homes.

Charles
S. Gilbert has been a Senior Vice President, Secretary and General Counsel since January 2001, a Vice President, Secretary and General Counsel since August 2000,
our Secretary and acting General Counsel since July 2000 and corporate counsel since April 2000. From 1991 until joining us he practiced law in the corporate securities section of
Jackson Walker LLP, Dallas, where he was elected partner. Mr. Gilbert holds a B.S. degree in Physics from The University of Texas and a J.D. from The University of Texas School of Law.

Michael
S. Rupe has been a Division President since September 2000. From March 1998 through August 2000, Mr. Rupe served as President and Chief Executive
Officer of Solomon Software, Inc., an accounting and business software company that was sold to Great Plains Software in June 2000. From March 1997 to February 1998,
Mr. Rupe served as Executive Vice President and Chief Financial Officer of Solomon Software, Inc. From August 1995 through February 1997, Mr. Rupe was Senior Vice
President of Finance and Administration at FormMaker Software, Inc., a document technology company, which merged with Image Sciences Corp. to form DocuCorp International. Mr. Rupe holds
a B.S. degree in Accounting from the University of Kentucky.

Kerry
Walbridge has been a Division President since March 2001. Prior to joining SOURCECORP, Mr. Walbridge was President and CEO of eMake Corporation, a
first-to-market provider of web based (ASP) hosted ERP software and electronic supply chain services to the manufacturing market. In his position at eMake, Mr. Walbridge
launched the company with venture funding and guided development of the go-to-market strategy. He successfully integrated a traditional software business with eBusiness
processes securing several industry awards, such as being named to eBusiness "Top 100 Software & Technology Listings." Prior to joining eMake, Mr. Walbridge was Senior Vice President
Sales and Marketing for Outsourcing Solutions, Inc., the nations largest provider of accounts receivable management services. In this role Mr. Walbridge helped identify synergies among
multiple acquired companies and lead subsequent integration efforts. Mr. Walbridge also held Division Vice President/

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General
Manager roles with Electronic Data Systems (EDS) and McDonnell Douglas Systems Integration for over 15 years. Mr. Walbridge graduated with a business degree from the St. Louis
University with graduate work at the University of Virginia Darden School of Business.

Ronald
Zazworsky has been a Division President since November 2000. From October 1997 until November 2000, Mr. Zazworsky was our Senior Vice
PresidentHealthSERVE. From February 1994 until July 1997, Mr. Zazworsky was Senior Vice President at Medaphis Corporation, an outsourcer of financial and business
management services for hospitals and physician groups. From April 1992 to February 1994, Mr. Zazworsky was President and CEO at Habersham Banking Solutions, Inc., a
private check imaging software firm, where he also served on its board of directors. Prior to 1992, Mr. Zazworsky was employed at HBOC, a healthcare systems and services organization, as
Regional Vice President for eight years. Previously, Mr. Zazworsky held various sales, marketing, and management positions at IBM. Mr. Zazworsky holds a B.A. degree from Gettysburg
College and a M.B.A. degree from Emory University.

Dave
Delgado has been a Division President since January 2004. Mr. Delgado joined the Company in September 1996 as a result of SOURCECORP acquiring Zia Information
Analysis Group. From July 1999 to January 2004, Mr. Delgado was responsible for the legal consulting business segment at SOURCECORP. Prior to joining SOURCECORP,
Mr. Delgado founded and served as the President and Chief Executive Officer of Zia Information Analysis Group specializing in expert witness testimony and case management services. Prior to
founding Zia Information Analysis Group, Mr. Delgado was a Partner with Peterson Consulting, a national consulting firm specializing in economic damage and expert witness testimony.
Mr. Delgado has provided expert witness testimony in both California State Court and Federal Court. Mr. Delgado graduated from Stanford University where he majored in civil engineering
and minored in economics.

Steve
Davis has been Chief Information Officer since January 2004. From April 2002 to January 2004, Mr. Davis was Chief Technology Officer for SOURCECORP's
Business Process Solutions Division. From December 1999 until joining SOURCECORP, Mr. Davis was Executive Vice President at Michael's Stores where Mr. Davis led advanced
technology initiatives, including the launch of Michaels' first electronic commerce business and call center operations, as well as supply chain enablement programs. Mr. Davis also held various
technology management positions at IBM and led the e-Business Solutions Group for IBM's Western Geography, providing leadership for large-scale professional services and systems
integration projects. Mr. Davis has a successful 16 year track record in technology management focused on customer-oriented, high-impact technology solutions.
Mr. Davis is an honors graduate of Texas A&M University where he majored in Information Management Systems.

Ralph
D. Burns has been Vice President of Corporate Development for SOURCECORP since May of 2003. From 1999 until May 2003, Mr. Burns held several senior management roles
at EDS including Vice President of Marketing and Portfolio Management globally for E solutions, the solutions consulting division of EDS, responsible for global business strategy, M&A, Alliances,
Marketing, Communications, Portfolio Management, and Market Analyst Relations. In 1998 and 1999 Mr. Burns was Director for Cap Gemini America responsible for the Financial and
E-Commerce practices in the southwest. From 1979 until 1998 Mr. Burns held various positions at MTech (acquired by EDS in 1988) including VP Corporate Operations and VP Emerging
Business Development where he was responsible for developing new businesses areas. From 1973 until 1979 Mr. Burns held various management positions at Republic National Bank in Dallas.

W.
Bryan Hill has been a Vice President and our Chief Accounting Officer since November 2001. From August 2000 to October 2001, Mr. Hill served with us as a
Director of Accounting. From July 1996 until joining us, Mr. Hill was Senior Vice President of Accounting and Finance with FirstPlus Consumer Finance. Previously, Mr. Hill held
various accounting and finance positions with Associates First Capital for over seven years with Director of Corporate Finance being his last position. Mr. Hill holds a B.B.A. degree in
Accounting from Texas Christian University and has been a C.P.A and a C.M.A from 1996 and 2000, respectively.

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE MAKING AN INVESTMENT DECISION. IF ANY OF THE FOLLOWING RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE HURT, THE PRICE OF OUR SECURITIES COULD DECLINE, WE MAY NOT BE ABLE TO REPAY OUR DEBT SECURITIES, IF ANY, AND YOU MAY LOSE
ALL OR PART OF YOUR INVESTMENT. YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED IN THIS REPORT AND INCORPORATED IN THIS REPORT BY REFERENCE, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS
AND THE RELATED NOTES.

We face intense competition

The business process outsourcing services industry is highly competitive. We cannot guarantee that we will be able to compete successfully in the future. A
significant source of competition is the in-house capability of our targeted client base. We cannot assure you that these businesses will outsource more of their document and information
management needs or that such businesses will not bring in-house, services that they currently outsource. In addition, certain of our competitors have greater financial resources than we
do, operate in broader geographic areas than we do, have a greater international presence than we do, and/or offer a broader range of services in certain segments. In such an increasingly competitive
environment, we may lose clients or have difficulty in acquiring new clients and new companies, and our results of operations may be adversely affected. In addition, we may be forced to lower our
pricing, or, if demand for our services decreases our business, financial condition and results of operations could be materially and adversely affected.

Revenue mix may impact margins

Project revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Conversely,
recurring revenue is characterized by customer relationships that are generally for one year and may continue for longer. Recurring revenue is typically based on transaction volumes sent to us by our
customers and these volumes are typically not contractual or otherwise guaranteed. Project revenue margins are usually higher than our average
margins and the workload can be highly volatile. Recurring revenue typically has lower margins than project revenue but is usually more predictable. To the extent our business mix shifts from project-
oriented to recurring service offerings, our gross margins, operating income, and operating cash flow may decline.

Our clients' ability to terminate contracts creates an uncertain revenue stream

Some of our government and other clients can terminate their contracts for any reason, provided the notification procedures stated in the contract are followed,
regardless of our performance. In addition, public sector contracts are subject to public policy and funding priorities. Some of our contracts with clients provide for termination, fee credits or
financial penalties in the event our performance is not consistent with the service levels specified in those contracts. In these situations, our revenue stream may become volatile.

We depend on certain client industries

We derive our revenue primarily from document and information intensive industries. Fundamental changes in the business practices of any of these client
industries, whether due to regulatory, technological, the internet or other developments, could cause a material reduction in demand by our clients for the services offered by us. Any reduction in
demand could have a material adverse effect on our results of operations. The business process outsourcing service industry is characterized by

11

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technological
change, evolving client needs and emerging technical standards. Although we believe that we will be able to continue to offer services based on new technologies, we cannot assure you
that we will be able to obtain any of these technologies, that we will be able to effectively implement these technologies on a cost-effective or timely basis or that such technologies
will not render obsolete our role as a third party provider of business process outsourcing services.

Client Concentration/Investments in Clients

Our success depends substantially upon retaining our significant clients. One of our customers represents 8.1% of our revenue and 9.8% of our gross profit.
Generally, we may lose clients due to a merger or acquisition, business failure, contract expiration, conversion to a competitor or conversion to an in-house system. We cannot guarantee
that we will be able to retain long-term relationships or secure renewals of short-term relationships
with our significant clients in the future. We incur a high level of fixed costs related to certain of our business process outsourcing clients. These fixed costs result from significant investments,
including computer hardware platforms, computer software, facilities, and client service infrastructure. The loss of any one of our significant clients could leave us with a significantly higher level
of fixed costs than is necessary to serve our remaining clients, and could have a material adverse effect on our results of operations.

We depend on our personnel

Our operations depend on the continued efforts of our executive officers and on senior management of our operating companies. If any of these people are unable or
unwilling to continue in their present role, or if we are unable to attract and retain additional managers and skilled employees, our business could be adversely affected. We do not currently have key
person life insurance covering any of our executive officers.

Our
success also depends upon our ability to attract, retain and motivate highly skilled and qualified personnel. If we fail to attract, train, and retain sufficient numbers of these
technically-skilled people, our business, financial condition, and results of operations could be materially and adversely affected. Further, parts of our business are individual or relationship
driven; as such, a loss of key individuals may have a material, adverse affect on our business.

Meeting changes in technology could be costly and, if we do not keep up with these changes, we could lose existing clients and be unable to attract new clients

The markets for our business process outsourcing services are subject to rapid technological changes and rapid changes in client requirements. To compete, we
commit substantial resources to operating multiple hardware platforms, to customizing third-party software programs and to training client personnel and our personnel in the use of new technologies.
Future hardware, software and other products may be able to manipulate large amounts of documents and information more cost effectively than existing products that we use. Information processing is
shifting toward client-server and web-based systems, in which individual computers or groups of personal computers and mid-range systems replace older systems. This trend could
adversely affect our business and financial results and result in us losing clients and being unable to attract new clients. We have committed substantial resources to developing outsourcing solutions
for these distributed computing environments. We cannot guarantee that we will be successful in customizing products and services that incorporate new technology on a timely basis. We also cannot
guarantee that we will continue to be able to deliver the services and products demanded by the marketplace.

12

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We may have business interruptions

Certain of our operations are performed at a single location and are dependent on continuous computer, electrical, and telephone service. As a result, any
disruption of our day-to-day operations could have a material adverse effect upon us. We cannot assure you that a fire, flood, earthquake, terrorist activities, power loss,
telephone service loss, problems caused by computer or technology issues or other events affecting one or more of our facilities would not disable these services. Any significant damage to any
facility or other failure that causes significant interruptions in our operations may not be covered by insurance. Any uninsured or underinsured loss could have a material adverse effect on our
business, financial condition or results of operations.

Any future acquisitions will require financing

We currently intend to finance any future acquisitions by using cash and in some cases our common stock for all or a portion of the consideration to be paid. In
the event that our common stock is not at a sufficient value at the time of an acquisition, or potential acquisition candidates are unwilling to accept our common stock as consideration for the sale
of their businesses, we may be required to use more cash, if available, in order to consummate acquisitions. If we do not have sufficient cash, our growth through acquisitions could be limited unless
we are able to obtain capital through additional debt or equity financings. Under our line of credit with a group of banks led by Bank of America, SunTrust and Wells Fargo, we and our subsidiaries
could borrow, on a revolving credit basis, loans in an aggregate outstanding principal amount up to $297.5 million for working capital, general corporate purposes and acquisitions, subject to
certain financial covenants and ratios in the line of credit. As of December 31, 2003, the availability under the line of credit was approximately $73.6 million. We cannot assure you,
however, that funds available under our line of credit will be sufficient for our needs.

Our financial covenants could adversely affect our ability to borrow

Under our line of credit agreement, we are subject to certain reporting requirements and financial covenants, including requirements that we maintain minimum
levels of net worth, a maximum ratio of funded debt to EBITDA and other financial leverage ratios. While we are currently in compliance with such covenants, an erosion of our business could place the
Company out of compliance in the future. Potential remedies for the lenders include declaring all outstanding amounts immediately payable, terminating commitments and enforcing any liens; however, in
the event of any future noncompliance the Company may seek a waiver from such lenders. See Note 8, Long-term Obligations and Credit Facilities, of Notes to Consolidated Financial
Statements.

We may have future goodwill impairments

Due to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,Goodwill and Other Intangible
Assets, goodwill and other intangible assets that have indefinite useful lives are not amortized but rather are evaluated at least annually for impairment. The valuation of
goodwill for impairment involves a high degree of judgment. Based on our estimates and assumptions underlying the valuation, impairment is determined by estimating the fair value of a reporting unit
and comparing that value to the reporting unit's book value. If economic events occur that cause us to revise our estimates and assumptions used in determining the fair value of our goodwill and other
intangible assets, such revisions could result in an impairment charge that could have a material adverse impact on our financial statements during the period incurred. A reporting unit is either at
the operating segment level or one reporting level below and could consists of several service offerings aggregated into a single reporting unit. Service offerings are aggregated when they are similar
in the following areas: economic characteristics, products and services, production processes, methods for distributing or delivering products, and type or class of customers.

13

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Divesting a service offering could have a material adverse affect on our financial statements

Periodically, we evaluate the strategic fit of our operations in order to optimize the use of our capital and management resources. Examples of the criteria used
in determining strategic fit include, but are not limited to, cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth
potential, and expected ongoing capital requirements. Service offerings determined to be non-strategic could be sold or otherwise divested. Any such divestiture activity could result in a
significant loss on disposal dependent upon many factors, such as: the expected financial performance of the service offering, the growth potential of the service offering, and the current economic
conditions at the time of divestiture.

Intellectual property infringement claims could require us to incur substantial costs to defend the claims, change our services, purchase new licenses or redesign our use of
challenged technology

We do not own the majority of the software that we use to run our business; instead we license this software from a number of vendors. If these vendors assert
claims that we or our clients are infringing on their software or related intellectual property, we could incur substantial costs to defend these claims. In addition, if any vendors' infringement
claims are ultimately successful, our vendors could require us: (i) to cease selling or using products or services that incorporate the challenged software or
technology; (ii) to obtain a license or additional licenses from our vendors; or (iii) to redesign our products and services that rely on the challenged software or technology. We are
not currently involved in any material intellectual property litigation, but could be in the future to protect our trade secrets, trademarks or know-how, or to defend ourselves or our
clients against alleged infringement claims.

We may be liable for breach of confidentiality

A substantial portion of our business involves the handling of documents containing privacy controlled, confidential and other sensitive information. Although we
have established procedures intended to prevent any unauthorized disclosure of confidential information and, in some cases, have contractually limited our potential liability for unauthorized
disclosure of such information, we cannot assure you that unauthorized disclosures will not result in a material liability to us.

Government regulations may hinder our ability to change prices

In our medical records release of information business, there is state legislation from time to time designed to limit the price that can be charged for copying
and distributing medical records information. Depending on the severity of such pricing legislation, there can be significant pressure on the profit margins associated with providing medical records
release services. Today, some form of pricing legislation exists in many states in the United States. Further, such pricing legislation from time to time results in putative class action lawsuits
alleging that the charge for reproducing certain medical records is not in conformity with such plaintiffs' reading of the applicable regulated charge. We are from time to time a party to such
putative class action lawsuits. The defense of these putative class action law suits can exert further pressure on related profit margins.

HIPAA regulations

As a result of statutory authority granted pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the United States Department of
Health and Human Services has recently issued regulations regarding the use and disclosure of personal health information by healthcare providers, health plans, and certain other "covered entities"
operating in the healthcare industry. The HIPAA regulations require covered entities to take steps to maintain the privacy and security of personal health information. While we are not a "covered
entity" directly governed by these

14

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regulations
(though in some cases the Company's group health plans may be "covered entities"), many of our customers are covered entities under the HIPAA regulations, and these customers are required
to adjust their business arrangements to comply with HIPAA. These customers will be required to enter into "business associate arrangements" with us that conform to the requirements of HIPAA. The
requirements of HIPAA, and the costs of complying with HIPAA, may adversely affect the business operations of these customers, which could have a negative impact on our business operations.
Furthermore, the requirements of the "business associate arrangements," and the changes we will have to make in our operations to comply with such agreements, will increase our costs of operations. To
the extent we are unable to comply with the provisions of such agreements, we could lose the business generated by those clients or could be subject to damages for violation of its "business associate
agreements" with those clients.

Our Board of Directors may be able to delay or prevent takeovers

Our Board of Directors is empowered to issue preferred stock without stockholder action. The existence of this "blank-check" preferred stock could render more
difficult or discourage an attempt to obtain control of us by means of a tender offer, merger, proxy contest or otherwise.

Other risks, unknown or immaterial today, may become known or material in the future

We have attempted to identify certain material risk factors currently affecting us. However, additional risks that we do not yet know of, that are not described
herein, or that we currently think are immaterial, may occur or become material. These risks could impair our business operations or adversely affect our results of operations.

ITEM 2.Properties

As of December 31, 2003 we operated approximately 98 facilities in 26 states. Except for the three facilities we own, (which are located in Maryland,
Florida and Alabama) all of these facilities were leased and were principally used for operations and general administrative functions. As of December 31, 2003 such leased facilities consisted
of approximately 2.1 million square feet. In addition, our employees are in numerous client locations where we neither own nor lease the occupied space, primarily in connection with our
Healthcare, Regulatory and Legal Compliance segment. See Note 9, Lease Commitments, of Notes to Consolidated Financial Statements for further information relating to leases.

In
order to secure our obligations under our current line of credit, we granted to Bank of America, SunTrust Bank and Wells Fargo Bank, as co-agents for our lenders, a
security interest in the capital stock of our material subsidiaries and, in the event we exceed a designated leverage ratio, a lien on substantially all of our properties and other assets. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources." See Note 8, Long-term Obligations and Credit
Facilities, of Notes to Consolidated Financial Statements.

We
believe that our properties are generally well maintained, in good condition and adequate for our present needs. Furthermore, we believe that suitable additional or replacement space
will be available when required.

ITEM 3.Legal Proceedings

We are, from time to time, a party to litigation arising in the normal course of business. The following is a brief description for some of the legal matters that
we are involved in. We do not believe these actions, nor any of the actions that we are a party to, will have a material adverse effect on our business or financial condition, however in the event of
an adverse outcome in one or more of our legal proceedings, operating results for a given quarter may be negatively impacted.

15

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DeBari Litigation

In March 1999, we filed a lawsuit styledDeBari Associates Acquisition Corp. v. Robert Burnham, Mark Walch, Nortec, LLC, Spencer
McElhannon and Peng Linin the Supreme Court of the State of New York ("Nortec Action"). In the Nortec Action, we were seeking a declaratory judgment that Robert Burnham, Mark
Walch, Nortec, LLC, Spencer McElhannon and Peng Lin (the "Nortec Defendants") have no interest in Net Data, Inc., a subsidiary of a company acquired by us in February 1998. We divested
the operating assets of Net Data, Inc. as part of our 2001 strategic realignment plan. The Nortec Defendants counterclaimed alleging breach of contract, fraud, breach of fiduciary duty as a
joint venturer and unjust enrichment. The trial for the above matter concluded mid-October 2002, with the jury finding in our favor (i.e. that the Nortec Defendants did not have a
right to any part of Net Data, Inc. or any portion of the proceeds from its purchase). On February 7, 2003, the judge entered its order, reflecting the jury's finding in our favor. The
Nortec Defendants deadline for filing a notice of appeal was 90 days from such order, being May 8, 2003. The deadline passed without a notice of appeal being filed.

Roy Weatherford, et al vs. Franklin Bank and Franklin Bank vs. MAVRICC Management Systems, Inc.

On February 24, 1992, MAVRICC Management Systems, Inc. (one of our wholly-owned subsidiaries, the operating assets of which were divested by us as
part of our 2001 strategic realignment plan) ("MAVRICC") entered into an agreement with Franklin Bank, N.A. whereby MAVRICC agreed to maintain records for individual IRAs and Keogh Plans and to
perform certain activities (specifically described in the contract) necessary to assist Franklin Bank, N.A. in serving as a custodian for specific IRAs. On August 6, 2001, Plaintiffs Roy
Weatherford, Lois Weatherford, James L. Loper and Alma D. Owen initiated a class action lawsuit against Franklin Bank, N.A. in Tennessee's Sumner County Circuit Court, Chancellory Division, alleging
breach of fiduciary duty, breach of contract, negligence and violation of the Consumer Protection Act. On September 28, 2001, Franklin Bank, N.A. filed its Third-Party Complaint against MAVRICC
for indemnification, alleging that MAVRICC breached the agreement. On February 27, 2003, the parties to this action filed an agreed order of dismissal without prejudice, which, upon entry by
the court, would dismiss both the complaint against Franklin Bank and Franklin Bank's Third Party Complaint against MAVRICC. In March 2004, the parties to the action consented to file an agreed
order of dismissal, with prejudice, disposing of this matter.

Healthcare Marketing Associates, Inc. vs. Managed Care Professionals, Inc.

On February 9, 1995, prior to the acquisition by the Company, Managed Care Professionals, Inc. (one of our wholly-owned subsidiaries) ("MCP")
entered into an "Exclusive Marketing Agreement" with Healthcare Marketing Associates, Inc. ("HMA") whereby MCP granted to HMA the exclusive right to market, and HMA agreed to market exclusively
for MCP, the MCP products and services to health care providers in the United States for which MCP agreed to pay HMA a percentage (30%) of gross revenues paid to MCP by the provider (customer). The
duration of the Agreement was for a period of five (5) years and expired on February 9, 2000 ("Termination Date"). On April 27, 2001, HMA filed a lawsuit against MCP in the
Circuit Court of the County of St. Louis, State of Missouri, alleging entitlement to commissions on revenues generated from providers after the Termination Date who were initially brought to MCP prior
to the Termination Date. In March 2003, this lawsuit was tried before a judge and at the conclusion of the trial, the judge ruled in the plaintiff's favor in the amount of $1.782 million
plus prejudgment and post judgment interest, which equates to approximately $2.4 million in total as of December 31, 2003. The judgment amount plus prejudgment interest costs were
included in our 2002 results. Post judgment interest accrues at a statutory 9% rate. We have appealed this ruling and oral arguments for our appeal were heard on February 24, 2004. We
anticipate that the Court of Appeals will issue its ruling in this matter in mid-2004.

16

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Various ROI Copy Charge Matters

From time to time, various of our subsidiaries that perform release of information ("ROI") services become defendants to putative class action lawsuits generally
alleging that the charge for reproducing certain medical records is not in conformity with such plaintiffs' reading of the applicable regulated charge. Such suits typically include multiple ROI
companies and hospitals as defendants and demand reimbursement for prior charges as well as for prospective pricing adjustments. We are currently a party to several such suits in various stages of
development. We believe we have meritorious defenses and intend to continue to vigorously defend any claims made against us in these matters.

Mattel v. SOURCECORP

On February 18, 2003, Mattel, Inc. filed suit against the Company in the Los Angeles County California Superior Court. In the suit, the plaintiff
alleges that one of our subsidiaries is liable for the loss of various products, prototypes and paper documents allegedly stored at one of our subsidiary's box storage facilities under theories of
breach of contract, breach of fiduciary duty, negligence, breach of implied covenants of good faith and fair dealing and/or conversion. The plaintiff has at various times
alleged damages ranging from "in excess of $2.5 million," to approximately $20 million; however, the Company believes that the damages, if any, suffered by the plaintiff are
substantially less than the amounts alleged. Moreover, the plaintiff has not yet recalculated its alleged damages following a recent discovery of certain of the alleged missing materials. The Company
believes it is adequately reserved for this legal contingency. Additionally, we believe we have meritorious defenses and intend to vigorously defend any claims made against us in this matter.

Spohr. et. al. v. F.Y.I. Incorporated, et. al.

In June 2000, the Company filed an action styledF.Y.I. Incorporated v. Spohr, et. al.in Dallas, Texas, in
which we asserted claims for breach of contract, fraud, and negligent misrepresentation against the sellers of two related companies that we acquired in December 1998 (the "Texas Action"). The
Texas Action was later removed to federal court and ultimately dismissed on jurisdictional grounds. We reasserted these claims in two actions that were later consolidated; one styled F.Y.I. Incorporated v. Spohr, et.
al.in Superior Court of the State of California in the County of Sacramento, Case
No. 01-AS-00721 (the "Sacramento Action") and one styledSpohr, et. al. v. F.Y.I. Incorporated, et. al.in the Superior
Court of the State of California in the County of San Francisco, Case No. 318703 (the "San Francisco Action"). In the consolidated action, we additionally filed claims against the sellers'
accountants and the two sellers filed claims against us; however, in February 2004, the judge in the Sacramento Action dismissed our claims against the sellers' accountants. The sellers allege
that our former subsidiary wrongfully failed and refused to execute and deliver a requested estoppel certificate, and that the failure to provide such estoppel certificate harmed the landlord in that
they were allegedly denied favorable terms on a refinancing of the property and were allegedly prevented from completing a timely sale of the property. Sellers' allege damages of approximately
$1.5 million. We have asserted damages in excess of $8 million. We believe we have meritorious defenses to sellers' claims and intend to vigorously defend any claims made against us in
this matter.

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

During the fourth quarter of the year ended December 31, 2003 no matters were submitted to a vote of the security holders.

17

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PART II

ITEM 5.Market for Registrant's Common Equity and Related Stockholder Matters

Market Information

Our common stock trades on The Nasdaq Stock Market under the symbol "SRCP" (formerly "FYII"). The following table sets forth, for our fiscal periods indicated,
the range of high and low reported sale prices for our common stock.

High

LowFiscal Year 2002First Quarter

$
33.43

$
22.08Second Quarter

$
31.15

$
23.65Third Quarter

$
26.52

$
18.99Fourth Quarter

$
24.05

$
16.12Fiscal Year 2003First Quarter

$
19.46

$
13.50Second Quarter

$
22.63

$
13.70Third Quarter

$
27.41

$
20.86Fourth Quarter

$
27.79

$
22.65


Holders

On February 27, 2004, the last reported sale price of our common stock on the Nasdaq Stock Market was $26.72 per share. At February 27, 2004, there
were 80 holders of record of our common stock and 16,096,156 shares outstanding.

Dividends

We have not declared any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future and
intend to retain our earnings, if any, to finance the expansion of our business and for general corporate purposes. Further, our credit facility prohibits payment of cash and similar dividends. Any
payment of future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of
indebtedness, contractual restrictions and other factors that our Board of Directors deems relevant.

ITEM 6.Selected Financial Data

Selected Financial Data

We were founded in September 1994, and we effectively began our operations on January 26, 1996, following the completion of our initial public
offering ("IPO"). We acquired, simultaneously with and as a condition to the closing of the IPO, seven Founding Companies.

Since
the IPO and through December 31, 2003, we acquired 65 companies and have divested 17 operating units by sale or closure. Our results of operations, for the periods
presented, include the results of the acquired companies from the date of their respective acquisition and the results of the divestitures up to the effective date of the divestiture.

Our
Selected Financial Data have been derived from our consolidated financial statements. Arthur Andersen LLP audited our 1999, 2000, and 2001 consolidated financial statements.
Deloitte & Touche LLP audited our 2002 and 2003 consolidated financial statements.

18

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Our
Selected Financial Data provided below should be read in conjunction with our consolidated financial statements and the related notes thereto and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" that appear elsewhere in this Report.

Selected Financial Data
(In thousands, except per share data)

|                                                 |                         | Year Ended December 31,
|------------------------------------------------ | ----------------------- | -----------------------
|
|Statement of Operations Data (1):                |                         |                        
|Revenue                                          |                         | $                      
|Cost of services                                 |                         |                        
|Special charges (2)                              |                         |                        
|Depreciation                                     |                         |                        
|                                                 |                         |                        
|                                                 | Gross profit            |                        
|Selling, general and administrative expenses     |                         |                        
|Special charges (2)                              |                         |                        
|Amortization (3)                                 |                         |                        
|                                                 |                         |                        
|                                                 | Operating income (loss) |                        
|Interest and other (income) expense, net         |                         |                        
|                                                 |                         |                        
|Income (loss) before income taxes                |                         |                        
|Provision for income taxes                       |                         |                        
|                                                 |                         |                        
|Net income (loss)                                |                         | $                      
|                                                 |                         |                        
|Net income (loss) per common share               |                         |                        
|                                                 | Basic                   |                        
|                                                 | Diluted                 |                        
|Weighted average common shares outstanding       |                         |                        
|                                                 | Basic                   |                        
|                                                 | Diluted                 |                        
|Balance Sheet Data (1):                          |                         |                        
|Working capital                                  |                         | $                      
|Total assets                                     |                         |                        
|Long-term obligations, net of current maturities |                         |                        
|Stockholders' equity                             |                         |                        

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ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto and "Item 6. Selected Financial
Data" appearing elsewhere in this Report. Additional information concerning factors that could cause results to differ materially from those in the forward-looking statements is contained under "Item
1. BusinessRisk Factors."

19

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Overview

We were founded in September 1994, to create a national, single source provider of document and information outsourcing solutions to document and
information intensive industries, including healthcare insurance, financial services, healthcare provider, transportation/logistics, federal and state government, and legal industries. We acquired the
seven Founding Companies (the "Founding Companies") simultaneously with the closing of our initial public offering (the "IPO") on January 26, 1996, and effectively began operations at that
time. The consideration for the Founding Companies consisted of a combination of cash and common stock of our Company.

Since
the IPO, we have acquired 65 companies and divested 17 operating units by sales or closures. We evaluate candidates for acquisition and periodically for divestiture as a part of
our strategic plan of providing customers a single solution for business process outsourcing and knowledge-based processing and consulting services. The criteria for evaluation include geographic
need, additional technology, market growth potential, industry expertise, service expansion to broaden service offerings, expansion of our customer base, revenue and earnings growth potential, and
expected sources and uses of capital.

Business Segments

We aggregate our service offerings and operations into two reportable segments: (i) Information Management and Distribution, and (ii) Healthcare,
Regulatory, and Legal Compliance. Service offerings are aggregated when they are similar in the following areas: economic characteristics, products and services, production processes, methods for
distributing or delivering products, and type or class of customers. We evaluate segment performance based on revenue, operating income, and income before income taxes. All centrally incurred
corporate costs are allocated to the segments based principally on operating income. The reporting segments follow the same accounting policies used for our consolidated financial statements as
described in the summary of significant accounting policies in the notes to our consolidated financial statements.

At
January 1, 2002, we transferred four operating units from the Healthcare, Regulatory and Legal Compliance segment to the Information Management and Distribution segment and one
operating unit from the Information Management and Distribution segment to the Healthcare, Regulatory and Legal Compliance segment. These transfers were completed to better align these operating
units' results with operating units of similar core competencies. The identified segments are as follows:

Information Management and Distribution.We offer Business Process Outsourcing ("BPO") solutions that help our customers
manage theDocument In-flow,Workflow ProcessingandStatement
Out-flowof their mission critical business document processes. Our BPO solutions enable customers to automate their complex workflow processes by digitizing
extremely large volumes of documents, capturing information from the documents, hosting electronic documents on our Web-based repository, and preparing statements that customers mail or
present electronically to their end users. In conjunction with statement out-flow, we provide full-service printing and direct mail services. We offer our BPO solutions to businesses in
document intensive industries, such as healthcare insurance, financial services, healthcare provider, transportation/logistics, and federal and state government. In 2003, Information Management and
Distribution represented 58.3% of revenue and 49.0% of pre-tax income. Project revenue accounted for 10.6% of the segment's revenue with recurring revenue accounting for the remaining 89.4% during
2003.

Healthcare, Regulatory and Legal Compliance.We offer specialized knowledge-based processing and consulting services that
include medical records release, record management services for healthcare institutions, temporary staffing for healthcare institutions, providing managed care compliance reviews, class action claims
administration, and professional economic research and litigation services. In 2003, Healthcare Regulatory and Legal Compliance represented 41.7% of revenue and 51.0% of pre-tax income. The greater
proportion of pre-tax income results from the higher margin nature of project revenue. Project revenue accounted for 65.4% of the segment's revenue with recurring revenue accounting for the remaining
34.6% during 2003.

20

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Results of Operations

The following table sets forth certain items as shown in "Item 6. Selected Financial Data" expressed as a percentage of total revenue for the periods
indicated:

Year Ended December 31,2001

2002

2003Revenue

100.0
%
100.0
%
100.0
%Cost of services (1)

59.9

60.4

59.4Special charges (3)

0.1



Depreciation

3.2

3.3

3.4Gross profit

36.8

36.3

37.2Selling, general and administrative expenses (2)

22.4

24.2

25.4Special charges (3)

13.7



0.1Amortization

2.2

0.1

0.1Operating income (loss)

(1.5
)
12.0

11.6Interest and other expense, net

2.0

1.5

0.9Income (loss) before income taxes

(3.5
)
10.5

10.7Provision for income taxes

0.5

4.0

4.3Net income (loss)

(4.0
)%
6.5
%
6.4
%


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Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenue

Our revenue possesses both project and recurring characteristics. Project revenue includes one-time projects in which the customer relationship is not
expected to continue after project completion. Project revenue margins are usually higher than our average margins and the workload can be highly volatile. Project revenue is typically based on time
and material arrangements and predominately occurs within our Healthcare, Regulatory and Legal Compliance segment. Recurring revenue is characterized by customer relationships that are generally for
one year and may continue for longer. Recurring revenue is typically based on transaction volumes sent to us by our customers at an agreed upon fixed rate per unit. Our customers' volumes are
generally not contractually or otherwise guaranteed. Recurring revenue typically possesses lower margins than project revenue but is usually more predictable.

Total
revenue decreased 1.2% from $429.4 million for the year ended December 31, 2002 to $424.1 million for the year ended December 31, 2003. Lower recurring
revenue was the primary reason

21

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for
the revenue decline. We experienced significantly lower volumes within our Print and Mail service offering in addition to the 2003 loss of our service contract with the City of New York's Human
Resource Administration. These two factors resulted in a recurring revenue decrease of $6.1 million or 2.1%. Project revenue increased modestly at $0.8 million or 0.5% primarily due to
stronger revenue performance from our Class Action Claims Administration and Professional Economic Research and Litigation Support service offerings.

Revenue
within our Information Management and Distribution segment decreased 2.9% from $254.4 million for the year ended December 31, 2002 to $247.0 million for the
year ended December 31,
2003. The major contributing factors for declining revenue were lower volumes within our Print and Mail service offering, and the loss of our service contract with the City of New York's Human
Resource Administration. Our Print and Mail service offering continues to experience lower business volumes due to a decline in demand related to U.S. companies' reduction in direct mail marketing
spending. This trend began during early 2001 as a result of the economic recession and was further complicated by the September 11, 2001 terrorist attacks. In addition to lowering customer
demand for Print and Mail services, this trend has created overcapacity within the Print and Mail industry resulting in significant pricing pressures. As of December 31, 2003, we have yet to
experience a change in this trend or identify indicators that would suggest a near-term turnaround for this service offering. During 2003, revenue from our Print and Mail service offering
declined $7.9 million or 18.6%. Additionally, during the third quarter of 2002, the City of New York's Human Resource Administration informed us that we did not receive their renewal contract
award. The contract was transitioned to the new vendor during the second quarter of 2003 resulting in $7.6 million of lower revenue for the year within our Information Management service
offering. This contract contributed $12.9 million of revenue during 2002 versus $5.3 million during 2003 and will not contribute any revenue in 2004. Other factors contributing to lower
revenue within our Information Management service offering include: non repeating 2002 project work representing a decline of $3.8 million, lower volumes from transportation customers
representing a decline of $2.5 million, and lower revenue from credit card customers representing a decline of $2.0 million. Partially offsetting the factors driving lower 2003 revenue
was strong revenue growth from our mortgage industry customers for data capture and repository services. During 2003 we added several new mortgage applications for current and new customers. Revenue
from our mortgage services customers increased approximately $17.0 million when compared to 2002. We also experienced strong revenue growth from our statement processing service offering.
During 2003, revenue from our statement processing service offering increased 6.1% or $1.9 million. Project revenue accounted for 11.9% of the Information Management and Distribution segment's
revenue in 2002 compared to 10.6% in 2003.

Revenue
within our Healthcare, Regulatory and Legal Compliance segment increased 1.2% from $175.0 million for the year ended December 31, 2002 to $177.1 million for
the year ended December 31, 2003. The increase was attributable to higher project revenue within our Class Action Claims Administration and Professional Economic Research and Litigation Support
service offerings. During 2003, these service offerings collectively increased $8.1 million or 12.9% derived from several large matters related to large, multi-national clients. Offsetting the
strong revenue achievement from these service offerings was lower revenue performance from our Medical Coding and Release of Medical Information service offerings that declined $5.8 million or
5.6% during 2003. Increased competition at the local market level was the primary factor driving the decline from prior year. However, we expect to continue to leverage our market position through a
centralized, low cost model more fully integrated with electronic document and data management solutions. Project revenue accounted for 63.4% of the Healthcare, Regulatory and Legal Compliance
segment's revenue in 2002 compared to 65.4% in 2003.

22

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Gross profit

Gross profit increased 1.3% from $155.7 million for the year ended December 31, 2002 to $157.8 million for the year ended December 31,
2003. Our gross profit benefited from a higher mix of project revenue, which historically produces higher margins than our recurring business. Additionally, we began productivity initiatives during
2003 aimed at lowering the labor component of our production cost structures. Examples of these initiatives include: deployment of our high speed scanning solution, development of common production
control systems including optical character recognition technology, pay-for-performance pay strategies, and strategic offshore vendor relationships. Collectively, these
initiatives and lower revenue resulted in lower production personnel costs of $7.6 million or 4.2% when compared with 2002 personnel costs. We also lowered the amount of bad debt expense
incurred during 2003. Our heightened focus for improved accounts receivable collections has benefited operating cash flow and had the effect of lowering bad debt expense $6.4 million during
2003. Significant factors offsetting the areas of gross profit improvement were higher employee medical insurance costs in the amount of $3.0 million and higher worker's compensation and
business insurance in the amount of $1.0 million. Consequently, gross profit as a percentage of revenue increased from 36.3% for the year ended December 31, 2002 to 37.2% for the year
ended December 31, 2003.

Selling, general and administrative

SG&A increased 4.0% from $103.9 million, or 24.2% of revenue for the year ended December 31, 2002 to $108.0 million, or 25.5% of revenue for
the year ended December 31, 2003. Our SG&A increased primarily from higher personnel costs related to our company-wide internal revenue growth initiatives and the technology based
productivity initiatives that improved gross profit within our Information Management and Distribution operating segment. When compared to 2002, personnel costs increased $5.0 million driving
the increase in SG&A as a percentage of revenue.

Operating income

Operating income decreased from $51.5 million for the year ended December 31, 2002 to $49.1 million for the year ended December 31,
2003. The year-over-year decline relates to the improvement in gross profit offset by the higher SG&A expense discussed above. While the sales and productivity initiatives
resulted in higher gross profit, the 2003 investment in SG&A more than offset the in-year benefit. However, these investments were important in order to drive internal revenue growth and
profitability in future years.

Interest and other expense

Interest and other expense decreased 46.1% from $6.6 million for the year ended December 31, 2002 to $3.6 million for the year ended
December 31, 2003. This decrease was due to lower balances on long-term obligations, a lower interest rate environment, and the expiration of our interest rate hedge. The average
interest rate on borrowings decreased from 4.5% in 2002 to 4.2% in 2003. Our 2003 interest rate on borrowings were predominantly variable in nature with the exception of the interest rate hedge which
expired during March 2003. (See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk"). Therefore, interest rate risk exists for our long-term obligations at
December 31, 2003. Increases in short-term rates would have the effect of increasing interest expense and lowering operating results in future periods.

Income before income taxes

Income before income taxes improved from $44.9 million for the year ended December 31, 2002 to $45.6 million for the year ended
December 31, 2003, due to the reduction in interest expense and the improvement in gross profit offset by the increase in SG&A expense discussed above.

23

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Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Revenue

Total revenue decreased 5.6% from $454.7 million for the year ended December 31, 2001 to $429.4 million for the year ended
December 31, 2002. Divested operating units and lower project revenue contributed $36.3 million and $5.1 million, respectively, to the decline. Recurring revenue increased
$16.1 million reflecting a shift in revenue mix between our project and recurring revenue.

Revenue
within our Information Management and Distribution segment increased 7.7% from $236.2 million for the year ended December 31, 2001 to $254.4 million for the
year ended December 31, 2002. The increase was primarily due to strong business volumes from our government and mortgage industry customers and the strategic acquisition of United Information
Services ("UIS"), a provider of statement processing services, during the first quarter of 2002. Segment revenues were negatively impacted by print and mail volumes that were down $5.0 million
or 10.5% compared to the prior year primarily due to the decline in industry spending, especially since September 11, 2001, and to customers' reduced advertising budgets resulting from
continued softness in the current economic environment. During the third quarter of 2002, the City of New York Human Resources Administration informed us that we did not receive their renewal contract
award. This contract contributed $12.9 million of revenue in the Information Management and Distribution segment in 2002 and transitioned to the new vendor during the second quarter of 2003.
Project revenue accounted for 11.3% of the Information Management and Distribution segment's revenue in 2001 compared to 11.9% in 2002.

Revenue
within our Healthcare, Regulatory and Legal Compliance segment decreased 3.9% from $182.2 million for the year ended December 31, 2001 to $175.0 million for
the year ended December 31, 2002. The decrease was attributable to lower project revenue within our legal claims administration services, which was down approximately $13.0 million.
Several large legal claims administration cases were completed during 2001 while the current year consisted mostly of medium size projects with one large project during the third and fourth quarters
of 2002. The lower project revenue in our legal claims administration services was partially offset by increased volumes from our healthcare medical coding services and from our legal consulting and
compliance services. Project revenue accounted for 65.7% of the Healthcare, Regulatory and Legal Compliance segment's revenue in 2001 compared to 63.4% in 2002.

Gross profit

Gross profit decreased 6.9% from $167.2 million for the year ended December 31, 2001 to $155.7 million for the year ended December 31,
2002. Divested operating units contributed $7.3 million or 4.4% to the decline. Gross profit decreased an additional $2.0 million or 1.2% primarily due to lower project revenue, which
historically produces higher margins than our recurring business, lower volumes from print and mail services and pricing pressures primarily in the Information Management and Distribution segment.
Other significant factors contributing to lower gross profit in 2002 include higher employee medical insurance costs of $1.5 million and increased worker's compensation insurance expense of
$0.6 million. Consequently, gross profit as a percentage of revenue decreased from 36.8% for the year ended December 31, 2001 to 36.3% for the year ended December 31, 2002.

Selling, general and administrative

SG&A increased 2.2% from $101.6 million, or 22.4% of revenue for the year ended December 31, 2001 to $103.9 million, or 24.2% of revenue for
the year ended December 31, 2002. Overall our SG&A increased from higher medical insurance costs of $1.6 million and higher performance based incentive compensation of
$4.4 million, offset by expense control and reduction initiatives implemented during the first quarter of 2002 and $10.2 million of SG&A costs incurred by operating units divested during

24

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2001.
Other factors contributing to higher SG&A costs include: (i) an unfavorable court ruling involving an isolated legal matter in our Healthcare, Regulatory and Legal Compliance segment
resulting in SG&A expense of $2.2 million related to legal and interest costs, and (ii) higher personnel related costs of $1.0 million in our Information Management and
Distribution segment related to sales and marketing, operational project management and technology personnel to support the information management growth strategy.

Operating income (loss)

Operating income (loss) improved from $(6.7) million for the year ended December 31, 2001 to $51.5 million for the year ended December 31,
2002. The year-over-year improvement relates to the $62.6 million of special charges incurred during 2001 from the divestitures and closures, and the elimination of
goodwill amortization during 2002 as a result of adopting SFAS No. 142. Offsetting the favorable items were the decline in project revenue in our legal claims administration services, the
overall shift in revenue mix from higher margin project revenue to lower margin recurring revenue, pricing pressures primarily in the Information Management and Distribution segment, and the higher
SG&A expenses discussed above.

Interest and other expense

Interest and other expense decreased 29.5% from $9.4 million for the year ended December 31, 2001 to $6.6 million for the year ended
December 31, 2002. This decrease was due to lower balances on long-term obligations, lower interest rates and the write-down of $0.5 million of deferred debt
costs due to refinancing long-term obligations in 2001. The average interest rate on borrowings decreased from 6.8% in 2001 to 4.5% in 2002. The interest rate on borrowings is
predominantly variable in nature with the exception of the interest rate hedge which was placed in effect during December 2000, effectively fixing the interest cost for $50 million of
long-term obligations through March 2003 (See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk"). However, interest rate risk exists for the remaining
$40 million of
long-term obligations at December 31, 2002. Increases in short-term rates would have the effect of increasing interest expense and lowering operating results in future
periods.

Income (loss) before income taxes

Income (loss) before income taxes improved from $(16.0) million for the year ended December 31, 2001 to $44.9 million for the year ended
December 31, 2002, largely due to the items discussed above.

Pro-forma results to reflect divestitures and special charges

The consolidated GAAP results for 2001 include, through the effective date of divestiture, the operating units that were divested in the second and third quarters
of 2001. As the strategic realignment plan was completed in 2001, the consolidated GAAP results for 2002 represent our ongoing results that exclude the results from operations of the divested
companies and closed facilities through the effective date of divestiture or closure, and the related special charges from the divestitures and closures. In order to provide year over year
comparability, the following table presents 2001 pro

25

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forma
ongoing results. We believe this presentation is meaningful in analyzing trends in our ongoing operations and the best measure for determining future operating performance.

|                                |  | Year Ended December 31,
|------------------------------- |  | -----------------------
|
|
|
|Revenue                         |  | $                      
|Gross profit                    |  |                        
|SG&A                            |  |                        
|Operating income (loss)         |  |                        
|Interest and other expense, net |  |                        
|Income (loss) before tax        |  |                        

Fluctuations in Quarterly Results of Operations

Revenue from our services shows no overall significant seasonal variations; however, some seasonality exists at the operating unit level. Further, service revenue
can vary from period to period due to the impact of specific projects and the level of transaction volumes sent to us by our customers. Quarterly results may also vary as a result of the timing of
acquisitions and the timing and magnitude of costs related to such acquisitions.

Liquidity and Capital Resources

At December 31, 2003, we had $29.0 million of working capital, including $2.1 million of cash. Cash flows provided by operating activities
for the year ended December 31, 2003 were $62.3 million compared to $67.8 million for the year ended December 31, 2002. The decline in cash provided by operating activities
was primarily attributable to significant cash collections of aged accounts receivable in 2002 that provided $12.8 million of operating cash flow benefit. Days sales outstanding improved
1 day to 42 business days at December 31, 2003 compared to 43 business days at December 31, 2002 providing only $1.8 million of operating cash flow benefit during 2003. As
a result of the significant collection improvements experienced in 2002 and 2003, operating cash flow was higher than what we believe to be sustainable levels. Therefore, we expect operating cash flow
in 2004 to be in the range of $50 million to $55 million.

For
the year ended December 31, 2003, investing activities consisted primarily of additions to property, plant and equipment of $16.9 million and acquisition related
payments of $10.2 million. During 2003, we made investments in 30 high-speed scanning systems in order to increase productivity in our Information Management service offering and
expanded our production facilities through the addition of 3 major facilities in Burbank, CA; Denver, CO; and Irving, TX. In 2004, we expect capital expenditures to be approximately
$12 million. Acquisition related payments consisted primarily of settlements of contingent consideration obligations on past acquisitions. Not all of the periods applicable for contingent
consideration targets have been completed and additional amounts may be payable in future periods under the terms of the agreements. If all contingent consideration targets under the current
agreements were achieved, the maximum amount of consideration to be paid would be $20.5 million, with approximately $15.2 million to be paid in 2004 and approximately $5.3 million
to be paid in 2005. In accordance with the agreements, we would be required to satisfy approximately $0.8 million of the $20.5 million potential liability in common stock related to a
past tax-free stock merger and we have the option to satisfy $11.9 million of the $20.5 million potential liability in common stock with final valuation determined at date of
issuance.

26

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Net
cash used for financing activities was $36.9 million for the year ended December 31, 2003. We made payments for common stock repurchases of $20.7 million. In
April 2001, our Board of Directors authorized the repurchase of up to $30 million of our outstanding common stock. Under this program, share repurchases may be made from time to time on
the open market as market conditions warrant. Repurchased shares will be retired and restored to the status of authorized but unissued shares of the Company. During 2003, we activated the share
repurchase program and repurchased 1,306,979 shares at an average cost of $15.84 per share (including 75,000 shares repurchased during the three months ended December 31, 2003 at an average
price of $23.89 per share). Additionally, we made payments of $246.0 million on our line of credit, net of proceeds borrowed from our line of credit of $229.7 million. We utilize our
line of credit to fund general operating requirements of the Company as well as fund significant investments such as acquisitions or capital expenditures.

At
December 31, 2002, we had $39.0 million of working capital, including $3.2 million of cash. Cash flows provided by operating activities for the year ended
December 31, 2002 were $67.8 million compared to $54.0 million for the year ended December 31, 2001. The increase in cash provided by operating activities was primarily
attributable to our focus on shortening the order-to-cash cycle resulting in improved collections in accounts receivable. Net accounts receivable were $78.8 million at
December 31, 2002 compared to $88.5 million at December 31, 2001. Our days sales outstanding improved 8 days to 43 business days at December 31, 2002 compared to 51
business days at December 31, 2001. During the year ended December 31, 2002, $13.7 million of uncollectible trade receivables were written-off against the allowance
for doubtful accounts. While these write-offs had no impact on cash flows or operating results during 2002, these write-offs lowered our cash taxes paid during 2002 due to the
related tax deduction.

For
the year ended December 31, 2002, investing activities consisted primarily of additions to property, plant and equipment of $12.0 million and acquisition related
payments of $33.0 million. Acquisition related payments consist of the purchase of UIS in the first quarter of 2002 and certain other cash payments related to contingent consideration
agreements of past acquisitions.

Net
cash used for financing activities was $27.0 million for the year ended December 31, 2002, primarily related to payments of $307.0 million on our line of credit,
net of proceeds borrowed from our line of credit of $280.2 million.

At
December 31, 2001, we had $58.5 million of working capital and $7.2 million of cash. Cash flows provided by operating activities for the year ended
December 31, 2001 were $54.0 million compared to $45.9 million for the year ended December 31, 2000. Net cash provided by operating activities for the year ended
December 31, 2001 was primarily impacted by cash savings from tax planning and strong cash flow from recent acquisitions. Net cash used in investing activities was $60.7 million for the
year ended December 31, 2001, and consisted primarily of payments of $65.6 million for acquisitions, net of cash acquired, and the purchase of property, plant and equipment. These
outflows were offset by the net proceeds received from the sale of operating units. Net proceeds from sale of operating units were used for payment on the credit facility resulting in net cash
provided by financing activities of $4.4 million. Net reductions in debt were $8.0 million for the year.

In
April 2001, we entered into a line of credit agreement with Bank of America, SunTrust Bank and Wells Fargo Bank, as co-agents (the "2001 Credit Agreement"). Under
this agreement, we can from time to time borrow up to $297.5 million through April 2, 2004, subject to certain financial covenants and ratios. Meeting these requirements is highly
dependent upon maintaining a minimum level of operating results and the continued demand for our services, among other factors.

Our
ability to borrow is contingent on certain leverage and fixed cost coverage ratios. These ratios were scheduled to become more restrictive beginning in the quarter ended
December 31, 2002 with the leverage ratio declining from 3.0 times to 2.5 times and the fixed charge coverage ratio increasing from 1.25 times to 1.50 times. However, in September 2002,
an amendment was approved that extended the

27

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fixed
cost coverage ratio requirement of 1.25 until January 1, 2004 and will increase to 1.35 at all times thereafter. In addition to the leverage and fixed cost coverage ratios, we are subject
to minimum net worth requirements. Effective March 26, 2003, an amendment was approved that allows for the reduction to the minimum net worth requirement for up to $30 million of share
repurchases. After application of such ratios and our total commercial commitments of $12.3 million for standby letters of credit, we had $73.6 million available to borrow under the 2001
Credit Agreement as of December 31, 2003. Management believes that it has sufficient liquidity from its cash flow and its revolving credit facility to meet ongoing business needs. Additionally,
depending on the mix of stock and cash used in our strategic acquisition program, if any, we may need to seek further financing through the public or private sale of equity or debt securities.
However, there can be no assurance we could secure such financing if and when it is needed or with terms we deem acceptable.

Effective
April 3, 2002, we extended $220.0 million of the $297.5 million commitment for an additional year to April 2, 2005. In September 2002,
additional extensions were granted by member banks, bringing the total commitment extended to April 2, 2005 to $290.0 million. Total fees paid in 2002 related to the extensions and
amendments to the 2001 Credit Agreement were $0.3 million.

Effective
April 3, 2003, we extended $230.0 million of the $297.5 million commitment to April 1, 2006. During the fourth quarter of 2003, a participating bank
in the 2001 Credit Agreement assigned $7.5 million of its commitment to another bank who, effective December 4, 2003, extended this commitment to April 1, 2006. Total fees paid in
2003 related to the extensions and amendments to the 2001 Credit Agreement were $0.3 million.

Management
fully expects to replace or refinance the 2001 Credit Agreement upon its maturity scheduled for April 1, 2006. As a result of the extension agreements discussed in the
previous two paragraphs, the $297.5 million commitment under the 2001 Credit Agreement is scheduled to mature as follows (in millions):

Maturity Date

Commitment

Remaining
CommitmentApril 3, 2004

$
7.5

$
290.0April 2, 2005


52.5

$
237.5April 1, 2006


237.5Total

$
297.5


In
January 2000, we registered on Form S-4 (Registration No. 333-92981) 3,012,217 shares of common stock for issuance in connection with our
acquisition program (the "Acquisition Shelf"), of which 1,390,176 shares were available as of December 31, 2003.

The
following table summarizes our total contractual cash obligations as of December 31, 2003 (in thousands):

|                                   |  | Payments Due by Period
|---------------------------------- |  | ----------------------
|
|Long-Term Debt                     |  | $                     
|Capital Lease Obligations          |  |                       
|Operating Leases                   |  |                       
|                                   |  |                       
|Total Contractual Cash Obligations |  | $                     
|                                   |  |                       

We
have total commercial commitments of $12.3 million for standby letters of credit as of December 31, 2003. We have a $6.8 million letter of credit to serve as
security for our self-insured workmen's compensation program. We have a $2.5 million letter of credit to serve as a guarantee for

28

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performance
under a contract with the New York State Workers Compensation Board. We have a letter of credit for $1.9 million to serve as a guarantee for periodic principal and interest payments
related to debt. Finally, we have a $1.1 million letter of credit to serve as security for an appeal bond related to a legal matter.

We
expect to pay approximately $3.0 million to $4.0 million in interest in 2004.

Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations are based on the related consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the use of estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses.

We
have identified the following critical accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and
operations involved, could result in material changes to our financial condition or results of operations under different conditions or using different assumptions. We apply a consistent methodology
at the end of each quarter to determine our account balances that require judgmental analysis.

Revenue Recognition.We recognize our revenue as it becomes realized or realizable and earned according to the criteria
provided by Staff Accounting Bulletin 101,Revenue Recognition in Financial Statements. Revenue recognition occurs once persuasive evidence of an
arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or otherwise determinable, and collection is reasonably assured. Our revenue-earnings activities
possess both project and recurring customer relationships.

Project
revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Project revenue is typically based on time
and material arrangements. Revenue recognition occurs at the contractual rates as the labor hours and direct expenses are incurred. Project revenue represents approximately 34% of total 2003 revenues
and typically occurs within our Healthcare, Regulatory, and Legal Compliance segment.

Recurring
revenue is characterized by customer relationships that are generally for one year and may continue for longer. Recurring revenue is typically based on the transaction volumes
provided by our customer at an agreed upon fixed rate per unit. Our customer's volumes are typically not contractual or otherwise guaranteed. Revenue recognition occurs once work is completed and
delivery has occurred or services have been rendered. Recurring revenue represents the remaining 66% of total 2003 revenues and typically occurs within our Information Management and Distribution
segment.

As
a part of providing services to our customers, we incur incidental expenses commonly referred to as "out-of-pocket" expenses. These expenses include items such
as airfare, hotels, and mileage and are often reimbursable by our customers. When reimbursable, we record both revenue and direct cost of services in accordance with the provisions of Emerging Issues
Task Force ("EITF") Issue 01-14,Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses
Incurred.

Unearned
income, included in other current liabilities, represents payments from our customers in advance of services being provided. Advanced payments are deferred as unearned income
when received and recognized as revenue as services are rendered.

Allowance for Doubtful Accounts.The allowance for doubtful accounts is established and maintained based on our estimate of
accounts receivable collectibility. Management estimates collectibility by specifically analyzing accounts receivable aging and other historical factors that affect collections. Such factors include
the historical trends of write-offs and recovery of previously written-off

29

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accounts,
the financial strength of the customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and changes in these factors may
significantly impact our consolidated financial statements.

Long-Lived Asset Impairment.As required by SFAS No. 144,Accounting for the
Impairment or Disposal of Long-Lived Assets,management continually evaluates whether events and circumstances indicate that the carrying value of
long-lived assets may not be recoverable. When events require, management performs the valuation by comparing the estimated undiscounted future cash flows over the remaining life of the
long-lived assets to the carrying amount of the asset being evaluated. An impairment loss is recognized to the extent the carrying amount of assets being evaluated exceeds the expected
future undiscounted cash flow. At December 31, 2003, no events were evident that required valuation for potential impairment.

Goodwill Impairment.On January 1, 2002, we adopted SFAS No. 142,Goodwill and Other
Intangible Assets.This statement states that goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually
for impairment. The impairment test is based on fair value rather than undiscounted cash flows. Additionally, goodwill and other intangible assets are tested at a reporting unit level rather than the
individual operating unit level. A reporting unit is either at the operating segment level or one reporting level below and could consists of several service offerings aggregated into a single
reporting unit. Service offerings are aggregated when they are similar in the following areas: economic characteristics, products and services, production processes, methods for distributing or
delivering products, and type or class of customers. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in the
future (Income Approach) and the fair value of a reporting unit as compared to similar publicly traded companies (Market Approach). In preparing these valuations management utilizes estimates to
determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs, and projected earning margins among other factors. Estimates utilized in future
calculations could differ from estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill and other
intangible assets. Due to the fact that we are primarily a services company, our business acquisitions typically result in significant amounts of goodwill and other intangible assets. Therefore, an
impairment charge resulting from goodwill or other intangible assets could result in a material adverse impact on our financial statements during the period incurred.

Self-Insurance Liabilities and Reserves.We are self-insured for workmen's compensation liabilities
and a significant portion of our employee medical costs. We account for our self-insurance programs based on actuarial estimates of the amount of loss inherent in that period's claims,
including losses for which claims have not been reported. These loss estimates rely on actuarial observations of ultimate loss experience for similar historical events. We limit our risk by carrying
stop-loss policies for significant claims incurred for both workmen's compensation liabilities and medical costs.

Other Loss Contingencies.We record liabilities when it is probable that a liability has been incurred and the amount of the
loss is reasonably estimable in accordance with SFAS No. 5,Accounting for Contingencies. Disclosure is required when there is a reasonable
possibility that the ultimate loss will exceed the recorded provision. Contingent liabilities are often resolved over long periods of time. Estimating probable losses requires analysis of multiple
forecasts that often depend on judgments about potential actions by third parties such as regulators. Our loss contingencies consist primarily of estimates related to the probable outcome of current
litigation. See Note 15, Commitments and Contingencies, of Notes to Consolidated Financial Statements.

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In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46 ("FIN 46"), Consolidation of Variable Interest
Entities("VIEs"). FIN 46 establishes standards for determining under what circumstances VIEs should be
consolidated with their primary beneficiary, including those to which the usual condition for consolidation does not apply. FIN 46 also requires disclosures about unconsolidated VIEs in which the
Company has a significant variable interest. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. We do not have interests in VIEs. As such,
the adoption of this statement did not have an impact on the Company's results of operations or financial position.

In
April 2003, the FASB issued SFAS No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other
contracts and for hedging activities under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, and is effective for
contracts entered into or modified after June 30, 2003. The Company adopted the provisions of SFAS No. 149 on July 1, 2003 and such adoption did not have a material impact on the
consolidated financial statements.

In
May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.
Financial instruments that are within the scope of the statement, which previously were often classified as equity, must now be classified as liabilities. This statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise generally effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of
this statement did not have an impact on the Company's results of operations or financial position.

ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk

We are subject to interest rate risk on our term loans, revolving credit facility and Industrial Revenue Bonds. Interest rates are fixed on the capitalized lease
obligations. We entered into an interest rate swap for a notional amount of $50 million to hedge, through March 31, 2003, our exposure to fluctuations in interest rates on
$50 million of our revolving credit facility. The swap was designated by us as a cash flow hedge. The interest rate swap expired on March 31, 2003 and was not replaced. A 100 basis point
increase in short-term interest rates would result in approximately $0.5 million of additional expense in 2004 based on our expected average balance outstanding under the credit
facility during 2004.

31

---



ITEM 8.Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS



|                                                            
|------------------------------------------------------------
|SOURCECORP, INCORPORATED AND SUBSIDIARIES                   
|Independent Auditors' ReportDeloitte & Touche LLP          
|Report of Independent Public AccountantsArthur Andersen LLP
|Consolidated Balance Sheets                                 
|Consolidated Statements of Operations                       
|Consolidated Statements of Stockholders' Equity             
|Consolidated Statements of Cash Flows                       
|Notes to Consolidated Financial Statements                  

32

---



INDEPENDENT AUDITORS' REPORT

To
the Board of Directors and Stockholders of
SOURCECORP, Incorporated
Dallas, Texas

We
have audited the accompanying consolidated balance sheets of SOURCECORP, Incorporated and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related
consolidated statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits. The consolidated financial statements of the Company for the year ended December 31, 2001 were audited by other
auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements in their report dated February 18, 2002.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the 2003 and 2002 consolidated financial statements present fairly, in all material respects, the financial position of SOURCECORP, Incorporated and subsidiaries as of
December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of
America.

As
discussed above, the financial statements of the Company for the year ended December 31, 2001 were audited by other auditors who have ceased operations. As described in
Note 2, the financial statements for the year ended December 31, 2001 have been revised to include the transitional disclosures required by Statement of Financial Accounting Standards
No. 142,Goodwill and Other Intangible Assets(SFAS No. 142), which was adopted by the Company as of January 1, 2002. Our audit
procedures with respect to the disclosures in Note 2 with respect to 2001 included (1) comparing the previously reported net income to the previously issued financial statements and the
adjustments to reported net income representing amortization expense (including any related tax effects) recognized in those periods related to goodwill to the Company's underlying analysis obtained
from management, and (2) testing the mathematical accuracy of the reconciliation of adjusted net income to reported net income and the related earnings-per-share
amounts. In our opinion, the disclosures for 2001 in Note 2, regarding the adoption of SFAS No. 142, are appropriate. However, we were not engaged to audit, review, or apply any
procedures to the 2001 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any form of assurance on the 2001 financial
statements taken as a whole.

DELOITTE &
TOUCHE LLP
Dallas, Texas
March 12, 2004

33

---



THIS REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP, NOR HAS ARTHUR ANDERSEN LLP PROVIDED
A CONSENT TO THE INCLUSION OF ITS REPORT IN THIS FORM 10-K. AS SUCH, AND FURTHER AS A RESULT OF THE CIRCUMSTANCES AFFECTING ARTHUR ANDERSEN LLP, AS A PRACTICAL MATTER, ARTHUR
ANDERSEN LLP MAY NOT BE ABLE TO SATISFY ANY CLAIMS ARISING FROM THE PROVISION OF AUDITING SERVICES TO US OR FROM THE INCLUSION OF THIS REPORT.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
the Shareholders of SOURCECORP, Incorporated:

We
have audited the accompanying consolidated balance sheets of SOURCECORP, Incorporated (a Delaware corporation) and subsidiaries (the "Company") as of December 31, 2000 and
2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SOURCECORP, Incorporated and subsidiaries as of
December 31, 2000 and 2001,
and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the
United States.



Dallas,
Texas,
February 18, 2002

34

---



SOURCECORP, INCORPORATED AND SUBSIDIARIES        CONSOLIDATED BALANCE SHEETS        (IN THOUSANDS, EXCEPT SHARE DATA)

|                                                                                                   |                                                                                                                                                                                                        | December 31, |                                           
|-------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | ------------------------------------------
|
|ASSETS                                                                                             |                                                                                                                                                                                                       
|CURRENT ASSETS:                                                                                    |                                                                                                                                                                                                        |              |                                           
|                                                                                                   | Cash and cash equivalents                                                                                                                                                                              |              | $                                         
|                                                                                                   | Accounts and notes receivable, less allowance for doubtful accounts of $12,441 and $7,349, respectively                                                                                                |              |                                           
|                                                                                                   | Inventories                                                                                                                                                                                            |              |                                           
|                                                                                                   | Deferred income taxes                                                                                                                                                                                  |              |                                           
|                                                                                                   | Prepaid expenses and other current assets                                                                                                                                                              |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total current assets                      
|PROPERTY, PLANT AND EQUIPMENT,net of accumulated depreciation of $53,471 and $63,150, respectively |                                                                                                                                                                                                        |              | 40,575                                    
|GOODWILL,net of amortization of $22,356                                                            |                                                                                                                                                                                                        |              | 317,256                                   
|INTANGIBLES,net of amortization of $356 and $709, respectively                                     |                                                                                                                                                                                                        |              | 4,084                                     
|OTHER NONCURRENT ASSETS                                                                            |                                                                                                                                                                                                        |              | 8,382                                     
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total assets                              
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                               |                                                                                                                                                                                                       
|CURRENT LIABILITIES:                                                                               |                                                                                                                                                                                                        |              |                                           
|                                                                                                   | Accounts payable and accrued liabilities                                                                                                                                                               |              | $                                         
|                                                                                                   | Accrued compensation and benefits                                                                                                                                                                      |              |                                           
|                                                                                                   | Customer deposits                                                                                                                                                                                      |              |                                           
|                                                                                                   | Other current liabilities                                                                                                                                                                              |              |                                           
|                                                                                                   | Current maturities of long-term obligations                                                                                                                                                            |              |                                           
|                                                                                                   | Income tax payable                                                                                                                                                                                     |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total current liabilities                 
|LONG-TERM OBLIGATIONS,net of current maturities                                                    |                                                                                                                                                                                                        |              | 89,640                                    
|DEFERRED INCOME TAX                                                                                |                                                                                                                                                                                                        |              | 11,679                                    
|OTHER LONG-TERM OBLIGATIONS                                                                        |                                                                                                                                                                                                        |              | 5,290                                     
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total liabilities                         
|COMMITMENTS AND CONTINGENCIES                                                                      |                                                                                                                                                                                                        |              |                                           
|STOCKHOLDERS' EQUITY:                                                                              |                                                                                                                                                                                                        |              |                                           
|                                                                                                   | Preferred stock, $.01 par value, 1,000,000 shares authorized, no shares issued and outstanding                                                                                                         |              |                                           
|                                                                                                   | Common stock, $.01 par value, 26,000,000 shares authorized, 17,420,595 and 16,150,184 shares issued and 17,364,567 and 16,094,156 outstanding at December 31, 2002 and December 31, 2003, respectively |              |                                           
|                                                                                                   | Additional paid-in-capital                                                                                                                                                                             |              |                                           
|                                                                                                   | Accumulated other comprehensive loss                                                                                                                                                                   |              |                                           
|                                                                                                   | Retained earnings                                                                                                                                                                                      |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | 303,658                                   
|                                                                                                   | LessTreasury stock, at cost, 56,028 shares                                                                                                                                                            |              |                                           
|                                                                                                   | LessDeferred compensation                                                                                                                                                                             |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total stockholders' equity                
|                                                                                                   |                                                                                                                                                                                                        |              |                                           
|                                                                                                   |                                                                                                                                                                                                        |              | Total liabilities and stockholders' equity
|                                                                                                   |                                                                                                                                                                                                        |              |                                           

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

35

---

SOURCECORP, INCORPORATED AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF OPERATIONS        (IN THOUSANDS, EXCEPT SHARE DATA)

|                                             |                         | Year Ended December 31,           |        
|-------------------------------------------- | ----------------------- | --------------------------------- | -------
|
|REVENUE                                      |                         | $                                 | 454,695
|COST OF SERVICES                             |                         |                                   | 272,476
|SPECIAL CHARGES                              |                         |                                   | 417    
|DEPRECIATION                                 |                         |                                   | 14,632 
|                                             |                         |                                   |        
|                                             |                         | Gross profit                      |        
|SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |                         |                                   | 101,633
|SPECIAL CHARGES                              |                         |                                   | 62,167 
|AMORTIZATION                                 |                         |                                   | 10,032 
|                                             |                         |                                   |        
|                                             | Operating income (loss) |                                   |        
|OTHER (INCOME) EXPENSE:                      |                         |                                   |        
|                                             | Interest expense        |                                   |        
|                                             | Interest income         |                                   |        
|                                             | Other expense, net      |                                   |        
|                                             |                         |                                   |        
|                                             |                         | Income (loss) before income taxes |        
|PROVISION FOR INCOME TAXES                   |                         |                                   | 2,124  
|                                             |                         |                                   |        
|NET INCOME (LOSS)                            |                         | $                                 | (18,149
|                                             |                         |                                   |        
|NET INCOME (LOSS) PER COMMON SHARE           |                         |                                   |        
|                                             | BASIC                   |                                   | $      
|                                             |                         |                                   |        
|                                             | DILUTED                 |                                   | $      
|                                             |                         |                                   |        
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING   |                         |                                   |        
|                                             | BASIC                   |                                   |        
|                                             |                         |                                   |        
|                                             | DILUTED                 |                                   |        
|                                             |                         |                                   |        

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

36

---



SOURCECORP, INCORPORATED AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY        (IN THOUSANDS)

|                                                                        |  | Common Stock |   |   |     |   |   | Accumulated
Other
Comprehensive
Income (Loss) |   |   |         |   |   |        |   |   |        
|----------------------------------------------------------------------- |  | ------------ | - | - | --- | - | - | --------------------------------------------- | - | - | ------- | - | - | ------ | - | - | -------
|
|
|Balance, January 1, 2001                                                |  | 16,192       |   |   | 162 |   |   | (664                                          | ) |   | 166,608 |   |   |       |   |   | 87,286 
|Common stock issued in connection with acquisitions                     |  | 558          |   |   | 6   |   |   |                                              |   |   | 20,378  |   |   |       |   |   |       
|Exercise of awards, net                                                 |  | 592          |   |   | 6   |   |   |                                              |   |   | 17,100  |   |   |       |   |   |       
|Treasury stock                                                          |  |             |   |   |    |   |   | (318                                          | ) |   |        |   |   |       |   |   |       
|Interest rate swap, net of $761 tax                                     |  |             |   |   |    |   |   |                                              |   |   |        |   |   | (1,242 | ) |   |       
|Net (loss)                                                              |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   | (18,149
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Comprehensive loss                                                      |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   |       
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Balance, December 31, 2001                                              |  | 17,342       |   |   | 174 |   |   | (982                                          | ) |   | 204,086 |   |   | (1,242 | ) |   | 69,137 
|Common stock issued in connection with acquisitions                     |  | 114          |   |   | 1   |   |   |                                              |   |   | 3,334   |   |   |       |   |   |       
|Common stock earned and held in escrow related to business acquisitions |  |             |   |   |    |   |   |                                              |   |   | 377     |   |   |       |   |   |       
|Exercise of awards, net                                                 |  | 5            |   |   |    |   |   |                                              |   |   | 117     |   |   |       |   |   |       
|Common shares retired                                                   |  | (40          | ) |   |    |   |   |                                              |   |   | (1,071  | ) |   |       |   |   |       
|Interest rate swap, net of $542 tax                                     |  |             |   |   |    |   |   |                                              |   |   |        |   |   | 913    |   |   |       
|Net income                                                              |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   | 27,832 
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Comprehensive income                                                    |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   |       
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Balance, December 31, 2002                                              |  | 17,421       |   |   | 175 |   |   | (982                                          | ) |   | 206,843 |   |   | (329   | ) |   | 96,969 
|Common stock released from escrow in connection with acquisitions       |  | 20           |   |   |    |   |   |                                              |   |   | (94     | ) |   |       |   |   |       
|Common stock earned and held in escrow related to business acquisitions |  |             |   |   |    |   |   |                                              |   |   | 532     |   |   |       |   |   |       
|Exercise of awards, net                                                 |  | 16           |   |   |    |   |   |                                              |   |   | 368     |   |   |       |   |   |       
|Common shares retired                                                   |  | (1,307       | ) |   | (13 | ) |   |                                              |   |   | (15,600 | ) |   |       |   |   | (5,086 
|Issuance of restricted stock                                            |  |             |   |   |    |   |   |                                              |   |   | 2,950   |   |   |       |   |   |       
|Amortization of deferred compensation                                   |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   |       
|Interest rate swap, net of $219 tax                                     |  |             |   |   |    |   |   |                                              |   |   |        |   |   | 329    |   |   |       
|Net income                                                              |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   | 27,353 
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Comprehensive income                                                    |  |             |   |   |    |   |   |                                              |   |   |        |   |   |       |   |   |       
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        
|Balance, December 31, 2003                                              |  | 16,150       |   | $ | 162 |   | $ | (982                                          | ) | $ | 194,999 |   | $ |       |   | $ | 119,236
|                                                                        |  |              |   |   |     |   |   |                                               |   |   |         |   |   |        |   |   |        

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

37

---

SOURCECORP, INCORPORATED AND SUBSIDIARIES        CONSOLIDATED STATEMENTS OF CASH FLOWS        (IN THOUSANDS)

|                                                                                         |                                                                                                                     | Year Ended December 31,                              |        
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | -------
|
|OPERATING ACTIVITIES:                                                                    |                                                                                                                     |                                                      |        
|Net income (loss)                                                                        |                                                                                                                     | $                                                    | (18,149
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                                                                     |                                                      |        
|                                                                                         | Depreciation and amortization                                                                                       |                                                      |        
|                                                                                         | Non-cash loss from divestitures and closures                                                                        |                                                      |        
|                                                                                         | Deferred tax provision (benefit)                                                                                    |                                                      |        
|                                                                                         | Compensation expense on restricted stock grants                                                                     |                                                      |        
|Change in operating assets and liabilities:                                              |                                                                                                                     |                                                      |        
|                                                                                         | Accounts receivable and notes receivable                                                                            |                                                      |        
|                                                                                         | Inventories, prepaid expenses and other assets                                                                      |                                                      |        
|                                                                                         | Accounts payable, accrued liabilities and other                                                                     |                                                      |        
|                                                                                         |                                                                                                                     |                                                      |        
|                                                                                         |                                                                                                                     | Net cash provided by operating activities            |        
|INVESTING ACTIVITIES:                                                                    |                                                                                                                     |                                                      |        
|                                                                                         | Net proceeds received from sale of operating units in 2001                                                          |                                                      |        
|                                                                                         | Proceeds from sale of property, plant and equipment                                                                 |                                                      |        
|                                                                                         | Purchase of property, plant and equipment                                                                           |                                                      |        
|                                                                                         | Cash paid for acquisitions, net of cash acquired                                                                    |                                                      |        
|                                                                                         |                                                                                                                     |                                                      |        
|                                                                                         |                                                                                                                     | Net cash used for investing activities               |        
|FINANCING ACTIVITIES:                                                                    |                                                                                                                     |                                                      |        
|                                                                                         | Proceeds from common stock issuance, net                                                                            |                                                      |        
|                                                                                         | Cash paid for common stock repurchased and retired                                                                  |                                                      |        
|                                                                                         | Proceeds from long-term obligations                                                                                 |                                                      |        
|                                                                                         | Principal payments on long-term obligations                                                                         |                                                      |        
|                                                                                         | Cash paid for debt issuance costs                                                                                   |                                                      |        
|                                                                                         |                                                                                                                     |                                                      |        
|                                                                                         |                                                                                                                     | Net cash provided by (used for) financing activities |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                |                                                                                                                     |                                                      | (2,322 
|CASH AND CASH EQUIVALENTS, beginning of year                                             |                                                                                                                     |                                                      | 9,504  
|                                                                                         |                                                                                                                     |                                                      |        
|CASH AND CASH EQUIVALENTS, end of year                                                   |                                                                                                                     | $                                                    | 7,182  
|                                                                                         |                                                                                                                     |                                                      |        
|SUPPLEMENTAL DATA:                                                                       |                                                                                                                     |                                                      |        
|                                                                                         | Cash paid for:                                                                                                      |                                                      |        
|                                                                                         |                                                                                                                     | Income taxes, net of income tax refunds              |        
|                                                                                         |                                                                                                                     | Interest                                             |        
|NONCASH INVESTING AND FINANCING TRANSACTIONS:                                            |                                                                                                                     |                                                      |        
|                                                                                         | Assets acquired through financing and capital lease arrangements                                                    |                                                      | $      
|                                                                                         | Common stock issued related to business acquisitions (558,000, 114,112 and 20,268 shares, respectively)             |                                                      | $      
|                                                                                         | Common stock retired related to business acquisitions (0, 40,051 and 0 shares, respectively)                        |                                                      | $      
|                                                                                         | Common stock earned and held in escrow related to business acquisitions (0, 20,268 and 20,268 shares, respectively) |                                                      | $      
|                                                                                         | Interest rate swap, net of tax                                                                                      |                                                      | $      

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

38

---



SOURCECORP, INCORPORATED AND SUBSIDIARIES        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

SOURCECORP, Incorporated (the "Company") was founded in September 1994, to create a national provider of document and information outsourcing solutions for
document and information intensive industries, including: financial services, government, legal, healthcare and transportation. The Company acquired seven document management services businesses (the
"Founding Companies") simultaneously with the closing of the initial public offering ("IPO") on January 26, 1996, and effectively began operations at that time. The consideration for the
Founding Companies consisted of a combination of cash and common stock of the Company.

Since
the IPO, the Company has acquired nine companies in transactions that were accounted for as poolings-of-interests: (i) The Rust Consulting
Group, Inc. in December 1996; (ii) MAVRICC Management Systems, Inc. and a related company, MMS Escrow and Transfer Agency, Inc. in March 1997;
(iii) Input of Texas, Inc. in March 1997; (iv) Micro Publishing Systems, Inc. in December 1997; (v) Lifo Systems, Inc. in February 1998;
(vi) Creative Mailings, Inc. in September 1998; (vii) Economic Research Services in October 1998; (viii) TCH Mailhouse, Inc. and G&W
Enterprise, Inc.; in December 1998; and (ix) Advanced Digital Graphics, Inc. in December 1998 (collectively, the "Pooled Companies"). The Pooled Companies and the
Company were not under common control or management during the periods prior to their respective mergers.

Subsequent
to the IPO and through December 31, 2003, the Company has acquired 56 additional companies in transactions accounted for as purchases and has divested of 17 operating
units by sale or closure. The results of operations include the results of these acquisitions from the date of their respective acquisitions and the results of the divestitures up to the effective
date of divestiture. None of the divestitures qualified for discontinued operations accounting treatment based on the accounting standards in effect at the time of divestiture.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash equivalents. Cash equivalents are carried at cost,
which approximates market value.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is established and maintained based on our estimate of accounts receivable collectibility. Management estimates collectibility
by specifically analyzing accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of write-offs and recovery of
previously written-off accounts, the financial strength of the customer and projected economic and market conditions. The evaluation of these factors involves subjective judgments and
changes in these factors may significantly impact the Consolidated Financial Statements.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repair and maintenance costs are expensed as incurred.

39

---

Goodwill and Intangible Assets

The Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142,Goodwill and Other Intangible
Assets,on January 1, 2002. Upon the adoption of SFAS No. 142, goodwill and other intangible assets that have indefinite useful lives are not amortized but rather
are tested at least annually for impairment. The impairment test is based on fair value rather than undiscounted cash flows. Additionally, goodwill and other intangible assets are tested at a
reporting unit level rather than the individual operating unit level. Reporting units are defined as an operating segment or one level below. At January 1, 2002, the Company compared the fair
values of the reporting units to their carrying values. Valuation methods used in determining fair value include an analysis of the cash flows that the reporting units can be expected to generate in
the future ("Income Approach") and the fair value of a reporting unit as compared to similar publicly traded companies ("Market Approach"). In preparing these valuations, management utilizes estimates
to determine fair value of the reporting units. These estimates include future cash flows, growth rates, capital needs and projected margins among other factors. Since the fair value of each reporting
unit exceeded the carrying value, no impairment was recorded at January 1, 2002. In October 2002 and 2003, the Company performed the annual test for impairment using the Income Approach
and the Market Approach method. Since the fair value of each reporting unit exceeded the carrying value, no impairment was recorded. Estimates utilized in future calculations could differ from
estimates used in the current period. Future years' estimates that are unfavorable compared to current estimates could cause an impairment of goodwill and other intangible assets. Due to the fact that
the Company is primarily a services company, its business acquisitions typically result in significant amounts of goodwill and other intangible assets. Therefore, an impairment charge resulting from
goodwill or other intangible assets could result in a material adverse impact on the Company's financial statements during the period incurred.

Other
intangible assets with definite lives will continue to be amortized over their useful lives. Impairment will be evaluated when events or changes in circumstances indicate that the
carrying value may not be recoverable in accordance with SFAS No.144,Accounting for the Impairment or Disposal of Long-Lived Assets. See
Note 7, Business Combinations.

40

---

The
following table reflects the effect of SFAS No. 142 on net income and earnings per share as if SFAS No. 142 had been in effect for 2001 (in thousands):

Year Ended
December 31,2001

2002

2003Net income (loss) as reported

$
(18,149
)
$
27,832

$
27,353Add back goodwill amortization, net of tax provision


8,354





Adjusted net income (loss)

$
(9,795
)
$
27,832

$
27,353Basic earnings per share:Reported basic earnings (loss) per share

$
(1.08
)
$
1.61

$
1.66Add back goodwill amortization, net of tax provision per share


0.50





Adjusted basic earnings (loss) per share

$
(0.58
)
$
1.61

$
1.66Diluted earnings per share:Reported diluted earnings (loss) per share

$
(1.08
)
$
1.58

$
1.65Add back goodwill amortization, net of tax provision per share


0.50





Adjusted diluted earnings (loss) per share

$
(0.58
)
$
1.58

$
1.65


Long-Lived Asset Impairment

The Company adopted the provisions of SFAS No. 144,Accounting for the Impairment or Disposal of Long Lived
Assets, on January 1, 2002. As required by SFAS No. 144, management continually evaluates whether events and circumstances indicate that the carrying value of
long-lived assets may not be recoverable. When events require, management makes the valuation by comparing the estimated undiscounted future cash flows over the remaining life of the
long-lived assets to the carrying amount of the asset being evaluated. An impairment loss is recognized to the extent the carrying amount of assets being evaluated exceeds the expected
future undiscounted cash flow. Management believes at December 31, 2003, no events existed that required evaluation of potential impairment.

Revenue Recognition

Revenue is recognized as it becomes realized or realizable and earned according to the criteria provided by Staff Accounting Bulletin 101, Revenue Recognition in
Financial Statements. Revenue recognition occurs once persuasive evidence of an arrangement exists, delivery has occurred or
services have been rendered, the sales price is fixed or otherwise determinable, and collection is reasonably assured. The Company's revenue-earnings activities possess project and recurring customer
relationships.

Project
revenue includes one-time projects in which the customer relationship is not expected to continue after project completion. Project revenue is typically based on time
and material arrangements. Revenue recognition occurs at the contractual rates as the labor hours and direct expenses are incurred. Project revenue represents approximately 34% of total 2003 revenues
and typically occurs within the Company's Healthcare, Regulatory, and Legal Compliance segment.

41

---

Recurring
revenue is characterized by customer relationships that are generally for one year or longer. Recurring revenue is typically based on the transaction volumes provided by the
Company's customer at an agreed upon fixed rate per unit. The Company's customer volumes are typically not contractual or otherwise guaranteed. Revenue recognition occurs once work is completed and
delivery has occurred or services have been rendered. Recurring revenue represents the remaining 66% of total 2003 revenues and typically occurs within the Company's Information Management and
Distribution segment.

As
a part of providing services to its customers, the Company incurs incidental expenses commonly referred to as "out-of-pocket" expenses. These expenses include
items such as airfare, hotels, mileage, etc. and are often reimbursable by the Company's customers. When reimbursable, the Company records both revenue and direct cost of services in accordance with
the provisions of Emerging Issues Task Force ("EITF") Issue 01-14,Income Statement Characterization of Reimbursements Received for
"Out-of-Pocket' Expenses Incurred.

Unearned
income, included in other current liabilities, represents payments from the Company's customers in advance of the services being provided. Advanced payments are deferred as
unearned income when received and recognized as revenue as services are rendered.

Income Taxes

Income taxes are accounted for using the asset and liability method pursuant to SFAS No. 109,Accounting for Income
Taxes.Deferred taxes are recognized for tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the
financial statement carrying amounts and the tax bases of existing assets and liabilities.

Net Income (Loss) Per Share

Earnings per share is calculated pursuant to SFAS No. 128,Earnings Per Share.Basic net income (loss) per
share has been computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share has been computed by dividing net
income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding for the period. See Note 11, Stockholders' Equity.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management
to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation

The accompanying consolidated financial statements and related notes to consolidated financial statements include the accounts of SOURCECORP, Incorporated and its
subsidiaries. All significant intercompany balances and transactions have been eliminated.

42

---

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents approximate fair value due to the short maturities of these instruments. The carrying amount of
long-term debt approximates fair value due to interest rates that approximate current market rates for instruments of similar size and duration.

Self-Insurance Liabilities and Reserves

The Company is self-insured for workmen's compensation liabilities and a significant portion of its employee medical costs. The Company accounts for
its self-insurance programs based on actuarial estimates of the amount of loss inherent in that period's claims, including losses for which claims have not been reported. These loss
estimates rely on actuarial observations of ultimate loss experience for similar historical events. The Company limits its risk by carrying stop-loss policies for significant claims
incurred for both workmen's compensation liabilities and medical costs.

Treasury Stock

Treasury stock transactions are accounted for under the cost method. At December 31, 2002 and 2003, the Company had 56,028 shares in treasury.

Stock Based Compensation

The Company has elected to follow Accounting Principles Board Opinion ("APB") No. 25,Accounting for Stock Issued to
Employees. Under APB No. 25, compensation expense is recorded when the exercise price of employee stock options is less than the fair value of the underlying stock on
the measurement date. The Company has adopted the disclosure-only provisions of SFAS No. 148,Accounting for Stock-Based CompensationTransition
and Disclosure, as discussed in Note 11, Stockholders' Equity.

Stock
option and warrant awards are granted at the market price of the common stock on the date of grant. Accordingly, no compensation expense has been recognized for stock options and
warrants. Had compensation expense been determined based upon the fair value at grant dates for stock options and warrants consistent with the method of SFAS No. 123, Accounting for Stock Based
Compensation,

43

---

the
Company's net income and earnings per share would have been as follows (in thousands, except per share data):

Year Ended December 31,2001

2002

2003Net income (loss) as reported

$
(18,149
)
$
27,832

$
27,353Add: Deferred compensation expense included in reported net income, net of tax effect








374Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax effect


(4,070
)

(3,947
)

(3,251
)Proforma net income (loss)

$
(22,219
)
$
23,885

$
24,476Earnings per share:Reported basic earnings (loss) per share

$
(1.08
)
$
1.61

$
1.66Proforma basic earnings (loss) per share

$
(1.33
)
$
1.38

$
1.49Reported diluted earnings (loss) per share

$
(1.08
)
$
1.58

$
1.65Proforma diluted earnings (loss) per share

$
(1.33
)
$
1.36

$
1.48


The
fair value of the stock options and warrants was estimated on the date of the grant using the Black-Scholes option pricing model using the following assumptions:

Year Ended December 31,2001

2002

2003Weighted-average risk-free interest rate

4.9%

4.4%

2.4%Weighted-average dividend yield

0.0%

0.0%

0.0%Weighted-average volatility

40.0%

40.2%

44.2%Weighted-average expected life

3.0 years

3.0 years

4.0 years


Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued FIN 46,Consolidation of Variable Interest
Entities("VIEs"). FIN 46 establishes standards for determining under what circumstances VIEs should be consolidated with their primary beneficiary, including those to which
the usual condition for consolidation does not apply. FIN 46 also requires disclosures about unconsolidated VIEs in which the Company has a significant variable interest. The consolidation
requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. The Company does not have interests in VIEs. As such, the adoption of this statement did not have an impact on
the Company's results of operations or financial position.

In
April 2003, the FASB issued SFAS No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other

44

---

contracts
and for hedging activities under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, and is effective for
contracts entered into or modified after June 30, 2003. The Company adopted the provisions of SFAS No. 149 on July 1, 2003 and such adoption did not have a material impact on the
consolidated financial statements.

In
May 2003, the FASB issued SFAS No. 150,Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity
and is effective for financial instruments entered into or modified after May 31, 2003. The provisions of SFAS No. 150, which the Company adopted on June 1, 2003, did not have an
impact on the consolidated financial statements.

3. Strategic Realignment Plan

During the second and third quarters of 2001, the Company completed several steps involved with a strategic realignment plan. The plan consisted of a strategic
review of the Company's operations and a determination by Management of the markets the Company intended to concentrate on for future growth. Additionally, the Company identified certain
non-strategic service offerings for divestiture or closure, and accordingly, developed and committed to a divestiture plan. The non-strategic service offerings were evaluated
based on criteria such cash flow generating capability, revenue and earnings growth opportunity, return on invested capital requirements, market growth potential, and expected ongoing capital
requirements.

During
2001, the Company completed the sale or closure of 15 operating units pursuant to the divestiture plan. These units related to the following services: (i) automated
litigation support services; (ii) high-speed, multiple-set reproduction of documents; (iii) records acquisition in the form of subpoena of business documents and
service of process; (iv) commercial system integration services; and (v) investor services. As a result of the divestiture plan and the completed divestitures and closures, the Company
recorded $62.6 million of pre-tax special charges. The following details the components of such charges (in millions):

Net loss on sale of assets

$
(55.4
)Costs to exit non-strategic activities/locations


(5.7
)One-time legal charge


(1.5
)Total pre-tax charges

$
(62.6
)


45

---

The
following table reflects the components of the special charge and related liability (included in accounts payable and accrued liabilities) as of December 31, 2001, 2002 and
2003 (in millions):

|                                                 |  | Special
Charge
in
2001 |      | Net Book
Value of
Assets
Divested |   | Net
Consideration |   | Initial
Reserve
Balance |      | Settlements |   | Balance at
12/31/2001 |  | Settlements |      | Balance at
12/31/2002 |   | Adjustments
and
Settlements |  | Balance at
12/31/2003
|------------------------------------------------ |  | ---------------------- | ---- | --------------------------------- | - | ----------------- | - | ----------------------- | ---- | ----------- | - | --------------------- |  | ----------- | ---- | --------------------- | - | --------------------------- |  | ---------------------
|Net loss on sale of assets                       |  | $                      | 55.4 |                                   | $ | (67.9             | ) | $                       | 19.3 |             | $ | 6.8                   |  | $           | (1.4 | )                     | $ | 5.4                         |  | $                    
|Costs to exit non-strategic activities/locations |  |                        | 5.7  |                                   |   | (5.1              | ) |                         | 0.4  |             |   | 1.0                   |  |             | (0.6 | )                     |   | 0.4                         |  |                      
|One-time legal charge                            |  |                        | 1.5  |                                   |   |                  |   |                         |     |             |   | 1.5                   |  |             | (1.5 | )                     |   |                            |  |                      
|                                                 |  |                        |      |                                   |   |                   |   |                         |      |             |   |                       |  |             |      |                       |   |                             |  |                      
|                                                 |  | $                      | 62.6 |                                   | $ | (73.0             | ) | $                       | 19.7 |             | $ | 9.3                   |  | $           | (3.5 | )                     | $ | 5.8                         |  | $                    

As a part of the $62.6 million special charge, the Company recognized $19.7 million of net consideration and $9.3 million was
accrued for legal claims, contract termination costs and various disposal expenses. As of December 31, 2002, $1.5 million of accrued costs remained unsettled and approximately $1.0 of
net consideration remained uncollected. During 2003, the remaining accrued costs of $1.5 million were settled through cash payments of $0.8 million and an income adjustment of
$0.7 million recognized through the special charge. Additionally, during 2003, the uncollected net consideration balance of approximately $1.0 million was determined uncollectible by
management. As a result, an expense adjustment of approximately $1.0 million was recognized through the special charge. Collectively, the income and expense adjustments resulted in
approximately $0.3 million of special charges in the current year. The Company does not expect to incur any additional costs related to the 2001 strategic realignment plan.

The
net loss on the completed divestitures is summarized as follows (in millions):

Net consideration

$
19.3Net book value of assets and liabilities


(67.9
)Disposal and other expenses


(6.8
)Net loss on sale of assets

$
(55.4
)


46

---

The
components of the charges related to the exit of certain non-strategic activities/locations are summarized below (in millions):

Long-lived asset impairment

$
(4.3
)Contract termination cost and related commitments


(0.5
)Excess and obsolete inventory


(0.4
)Allowance for doubtful accounts


(0.5
)Other


(0.4
)Proceeds


0.4Net loss

$
(5.7
)


4. Allowance for Doubtful Accounts and Notes Receivable

The activity in the allowance for doubtful accounts and notes receivable is as follows (in thousands):

|                                      |  | Balance at
Beginning
Of Year |        | Balance
Acquired |   | Balance
Divested |  | Charged to
Costs and
Expenses |   | Write-offs |   | Balance at
End of Year
|------------------------------------- |  | ---------------------------- | ------ | ---------------- | - | ---------------- |  | ----------------------------- | - | ---------- | - | ----------------------
|Twelve months ended December 31, 2002 |  | $                            | 19,888 |                  | $ | 30               |  | $                             |  |            | $ | 6,218                 
|                                      |  |                              |        |                  |   |                  |  |                               |   |            |   |                       
|Twelve months ended December 31, 2003 |  | $                            | 12,441 |                  | $ |                 |  | $                             |  |            | $ | (168                  
|                                      |  |                              |        |                  |   |                  |  |                               |   |            |   |                       

5. Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

Estimated
Useful
Lives
in Years

December 31,2002

2003Land

N/A

$
934

$
911Buildings and improvements

7-18


3,238


3,284Leasehold improvements

1-8


6,201


7,161Vehicles

5-7


2,625


2,861Machinery and equipment

5-15


32,640


39,607Computer equipment and software

3-7


42,909


45,940Furniture and fixtures

5-15


5,499


6,21194,046


105,975LessAccumulated depreciation




(53,471
)

(63,150
)$
40,575

$
42,825


47

---

6. Other Current Liabilities

Other current liabilities consist of the following (in thousands):

December 31,2002

2003Unearned revenue

$
2,359

$
2,028Accrued contingent consideration


7,836


3,744Accrued professional fees


3,419


5,810$
13,614

$
11,582


7. Business Combinations

2002 Acquisitions

Effective January 1, 2002, the Company acquired 100% of the outstanding shares of United Information Services, Inc. ("UIS"), located in Iowa, and
expanded the Company's statement solutions service offering, which had existing locations in Arizona and New York. The aggregate consideration paid for UIS consisted of $17.2 million in cash.
Also, the former shareholders of UIS are eligible to receive up to an additional $10.0 million in the Company's common stock and cash if there is no breach in representations and warranties of
the acquisition agreement, and certain future revenue, earnings and cash flow targets are achieved over the three year period ending December 31, 2004. The allocation of the purchase price is
set forth below (in thousands):

Consideration paid

$
17,160Less Estimated Fair Value of Identifiable Assets:Cash


(1,944
)Receivables


(615
)Prepaid expenses


(157
)Property, plant and equipment, net


(359
)Other assets


(379
)Total Assets


(3,454
)Plus Estimated Fair Value of Liabilities:Accounts payable and accrued expenses


1,824Accrued compensation


224Deferred tax liability


98Note payable


305Total Liabilities


2,451Goodwill and other intangibles

$
16,157


Of
the $16.2 million of goodwill and other intangibles recorded from the acquisition, $4.0 million was assigned to customer relationships with a useful life of
15 years and approximately $0.4 million was assigned to non-compete agreements with a useful life of 5 years. The remaining goodwill of $11.7 million will be
tested annually for impairment and is not deductible for tax purposes.

48

---

2001 Acquisitions

During the first six months of 2001, the Company acquired five businesses, which were accounted for as purchases (the "2001 Acquisitions"). These acquisitions
were (i) STAT Healthcare Consultants, Inc.; (ii) Micromedia of New England, Inc.; (iii) Image Entry Inc., Image Entry of Owsley County Inc., Image
Entry of Indianapolis Inc., Image Entry Federal Systems Inc., Image Entry of Arkansas Inc., and Image Entry of Alabama Inc (collectively "Image Entry"); (iv) Kinsella
Communications, Ltd.; and (v) Digital Data Resources, Inc. The aggregate consideration paid for the Purchased Companies consisted of $44.4 million in cash and 180,714
shares of common stock. The allocation of the purchase price is set forth below (in thousands):

Consideration Paid

$
50,046Less Estimated Fair Value of Identifiable Assets


(13,869
)Plus Estimated Fair Value of Liabilities


5,685Goodwill


41,862


The
weighted average fair market value of the shares of common stock used in calculating the consideration paid for the 2001 Acquisitions was $31.47 per share, which represented a 10%
discount from the average trading price of the common stock based on the length and type of restrictions in the purchase agreements.

Goodwill and Intangibles

The changes in the carrying value of goodwill and intangibles are as follows (in thousands):

Goodwill:

Information
Management and
Distribution

Healthcare,
Regulatory and
Legal Compliance

TotalNet balance as of January 1, 2002

$
169,139

$
129,380

$
298,519Goodwill acquired (excluding contingent consideration)


11,717





11,717Additional accrued consideration and adjustments


5,522


1,498


7,020Net balance as of December 31, 2002


186,378


130,878


317,256Additional accrued consideration and adjustments


5,959


1,090


7,049Net balance as of December 31, 2003

$
192,337

$
131,968

$
324,305


Intangibles:

December 31, 2003Gross Carrying
Value

Accumulated
Amortization

Net IntangiblesCustomer relationships

$
4,000

$
(534
)
$
3,466Non-compete agreements


440


(175
)

265Total

$
4,440

$
(709
)
$
3,731


49

---

Aggregate
amortization expense related to intangibles for the year ended December 31, 2003 was $0.4 million. Estimated amortization expense for the years ending
December 31, 2004 through December 31, 2006 is $0.4 million annually and for the year ending December 31, 2007 is $0.3 million.

At
October 31, 2003, the Company performed the annual goodwill and intangibles impairment test as required by SFAS No. 142. The Company compared the fair values of the
reporting units to their carrying values. In determining the fair value of the reporting units, the Company used the Income Approach and the Market Approach. The fair value of all reporting units
exceeded their carrying value at October 31, 2003. As such, no impairment for goodwill and intangibles was recognized.

At
December 31, 2003, net aggregate goodwill deductible for tax purposes was approximately $153.6 million.

Contingent Consideration

Certain of the Company's acquisitions are subject to adjustments in overall consideration and recorded goodwill based upon the achievement of specified revenue
and/or earnings targets generally over one to three year periods. In certain agreements, the Company reserves the right to change the payment mix to use common stock versus cash in satisfying
contingent consideration liabilities. In transactions where the Company acquired a subsidiary through a tax-free stock merger, the Company is required to pay a minimum amount of total
consideration in common stock rather than cash, including any contingent consideration payments.

Management's
evaluation of the cumulative earnings of acquired companies through December 31, 2003 indicated that certain acquired companies have met specified earnings targets
beyond a reasonable doubt; therefore the Company accrued aggregate additional consideration of approximately $7.9 million during the year ended December 31, 2003, including 20,268 shares
held in escrow. As of December 31, 2003, approximately $4.2 million of additional consideration remains accrued of which $3.7 million is classified as other current liabilities
and is expected to be settled in cash and $0.5 million is classified as additional paid-in-capital and is expected to be settled in common stock with final valuation
determined at date of issuance.

Not
all of the periods applicable for earnout targets are completed and additional amounts may be payable in future periods under the terms of the agreements. If all earnout targets
under the current agreements were achieved, the maximum contingent consideration to be paid would be $20.5 million, with approximately $15.2 million to be paid in 2004 and approximately
$5.3 million to be paid in 2005. In accordance with the agreements, the Company would be required to satisfy approximately $0.8 million of the $20.5 million potential liability in
common stock related to a past tax-free stock merger and has the option to satisfy $11.9 million of the $20.5 million potential liability in common stock with final valuation
determined at date of issuance.

Acquisition Related Receipts/Payments

During the year ended December 31, 2002, the Company paid net consideration of $16.9 million in cash and 74,061 shares of common stock at an average
price of $30.57 per share. In addition, the Company paid approximately $0.8 million in other acquisition related costs.

The
Company made net acquisition related payments of $10.2 million in cash during the year ended December 31, 2003 and released 20,268 shares of common stock from escrow at
a price of

50

---

$13.96
per share at March 31, 2003. In addition, the Company received reimbursements of approximately $1.1 million of purchase price related to a past acquisition, recorded as a
reduction to goodwill, in the Information Management and Distribution segment and made other acquisition related payments of approximately $0.3 million.

Unaudited Pro Forma Financial Data

Set forth below is unaudited pro forma financial data for the year ended December 31, 2001. The pro forma data gives effect to the 2001 and 2002
Acquisitions as if they occurred on January 1, 2001.

2001(Unaudited, in
thousands, except
per share data)Revenue

$
474,331Loss before income taxes


(12,763
)Net loss


(16,127
)Net loss per common share:Basic

$
(0.96
)Diluted

$
(0.96
)Weighted average common shares outstanding:Basic


16,785Diluted


16,785


The
pro forma information is provided for informational purposes only and does not purport to present results of operations had the transactions assumed therein occurred on or as of the
dates indicated, nor are they necessarily indicative of the results of operations which may be achieved in the future. Also, the pro forma information includes the operations of the divested operating
units described in Note 3, Strategic Realignment Plan. See Note 16, Segment Reporting, for 2001 information without the divested operating units.

51

---

8. Long-term Obligations and Credit Facilities

Long-term Obligations

Long-term obligations consist of the following (in thousands):

December 31,2002

2003Line of credit, expiring April 2006, interest at prime rate plus applicable margin or LIBOR plus applicable margin (2.92% to 7.28% at December 31, 2002 and 2.38% to 2.42% at December 31, 2003)

$
86,000

$
68,000Industrial Revenue Bonds: Variable Rate (1.35% at December 31, 2002 and 1.25% at December 31, 2003) Demand/Fixed Rate Revenue Bonds, Prince George's County, Maryland; due beginning in 1996 through 2014
secured by an irrevocable letter of credit


1,858


1,750All other obligations


1,895


3,849Total


89,753


73,599LessCurrent maturities of long-term obligations


(113
)

(209
)Total long-term obligations

$
89,640

$
73,390


In
April 2001, the Company entered into a line of credit with a group of banks led by Bank of America, SunTrust Bank and Wells Fargo Bank, as co-agents (the "2001
Credit Agreement") and terminated the previous line of credit agreement. Under the 2001 Credit Agreement, the Company may borrow on a revolving credit basis loans in an aggregate outstanding principal
amount up to $297.5 million, subject to certain financial covenants and ratios. As of December 31, 2003, the availability under the 2001 Credit Agreement was approximately
$73.6 million. Through April 1, 2006, the 2001 Credit Agreement is secured by the stock of the Company's material subsidiaries, and in the event the Company exceeds a designated leverage
ratio, by the assets of the Company and subsidiaries.

Effective
April 3, 2002, the Company extended $220.0 million of the $297.5 million commitment for an additional year to April 2, 2005. In
September 2002, additional extensions were granted by member banks, bringing the total commitment extended to April 2, 2005 to $290.0 million.

Effective
April 3, 2003, the Company extended $230.0 million of the $297.5 million commitment to April 1, 2006. During the fourth quarter of 2003, a
participating bank in the 2001 Credit Agreement assigned $7.5 million of its commitment to another bank who, effective December 4, 2003, extended this commitment to April 1, 2006.

Management
of the Company fully expects to replace or refinance the 2001 Credit Agreement upon its maturity scheduled for April 1, 2006. As a result of the extension agreements
discussed in the

52

---

previous
two paragraphs, the $297.5 million commitment under the 2001 Credit Agreement is scheduled to mature as follows (in millions):

Maturity Date

Commitment

Remaining
CommitmentApril 3, 2004

$
7.5

$
290.0April 2, 2005


52.5

$
237.5April 1, 2006


237.5Total

$
297.5


The
annual interest rate applicable to borrowings under this facility is, at the Company's option, (i) grid pricing ranging from 0.0% to 0.5% plus the prime rate based on the
ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") (as defined in the credit agreement) or (ii) grid pricing ranging from 1.125% to 2.0% plus
LIBOR based on the ratio of funded debt to EBITDA. The 2001 Credit Agreement requires mandatory prepayments in certain circumstances, such as asset dispositions. The outstanding principal balance of
revolving credit loans is due and payable on April 1, 2006.

At
December 31, 2003, the Company has outstanding irrevocable letters of credit totaling approximately $12.3 million. A letter of credit in the amount of approximately
$6.8 million serves as security for the Company's self-insured workmen's compensation program. A letter of credit in the amount of $2.5 million serves as a guarantee for
performance under a contract with New York State Workers Compensation Board. A letter of credit in the amount of approximately $1.9 million serves as guarantee for periodic principal and
interest payments related to the Industrial Revenue Bonds. Finally, a letter of credit in the amount of approximately $1.1 million serves as security for an appeal bond related to a legal
matter.

The
weighted average interest rate on long-term obligations during 2002 and 2003 was 4.5% and 4.2%, respectively.

The
2001 Credit Agreement contains certain reporting requirements and financial covenants, including requirements that the Company maintain minimum levels of net worth, a maximum ratio
of funded debt to EBITDA and other financial ratios, and prohibits the payment of cash and similar dividends. In September 2002, an amendment was approved that extended the fixed cost coverage
ratio requirement of 1.25 until January 1, 2004. This ratio was set to become more restrictive in the fourth quarter of 2002 by increasing to 1.50. Under the amended agreement, the fixed cost
ratio will remain at 1.25 until January 1, 2004 and will increase to 1.35 thereafter. Effective March 26, 2003, an amendment was approved that allows for the reduction to the minimum net
worth requirement for up to $30 million of share repurchases. As of December 31, 2003, the Company is in compliance with all loan covenants.

In
December 2000, in order to mitigate interest rate risk related to the line of credit, the Company entered into an interest rate hedge agreement in the amount of
$50.0 million, whereby the Company effectively fixed the interest rate through March 2003 on the amount of the hedge agreement at 5.775%. The interest rate hedge agreement expired on
March 31, 2003 and was not replaced. See Note 12, Interest Rate Swap, regarding the interest rate hedge.

53

---

Maturities of Long-Term Obligations

As of December 31, 2003, maturities of long-term obligations are as follows (in thousands):

Years Ending December 31,2004

$
2092005


1652006


71,7642007


1052008


100Thereafter


1,256Total

$
73,599


9. Lease Commitments

Our operating companies lease various office buildings, machinery, equipment and vehicles. Future minimum lease payments under capital leases, included in
long-term obligations, and noncancelable operating leases are as follows (in thousands):

Years Ending December 31,

Capital
Leases

Operating
Leases2004

50

18,0412005

36

15,7452006

34

12,3712007

5

8,9842008



5,764Thereafter



8,239Total minimum lease payments

125

69,144LessAmounts representing interest

(12
)Net minimum lease payments

113LessCurrent portion of obligations under capital leases

(46
)Long-term portion of obligations under capital leases

67


Rent
expense for all operating leases for the years ended December 31, 2001, 2002 and 2003 was approximately $23.0 million, $23.6 million, and $23.7 million,
respectively.

54

---

10. Income Taxes

The provision for federal and state income taxes consists of the following (in thousands):

Year Ended December 31,2001

2002

2003FederalCurrent

$
409

$
5,219

$
7,461Deferred


(1,421
)

8,917


7,376StateCurrent


9,287


1,207


1,430Deferred


(6,151
)

1,716


1,969$
2,124

$
17,059

$
18,236


The
differences in income taxes provided and the amounts determined by applying the federal statutory tax rate to income before income taxes result from the following (in thousands):

Year Ended December 31,2001

2002

2003Tax at statutory rate

$
(5,531
)
$
15,712

$
15,956Add (deduct)State income taxes


(134
)

2,227


2,385Tax credits


(101
)

(549
)

(633
)Nondeductible expenses


1,681


224


421Loss of S corporations


(202
)




Nondeductible loss on divestiture


7,193





Other


(782
)

(555
)

107$
2,124

$
17,059

$
18,236


55

---

The
components of deferred income tax liabilities and assets are as follows (in thousands):

December 31,2002

2003Deferred income tax liabilitiesTax over book depreciation and amortization

$
(13,669
)
$
(20,915
)Cash to accrual differences, net


(261
)

Other, net





(1,277
)Total deferred income tax liabilities


(13,930
)

(22,192
)Deferred income tax assetsAllowance for doubtful accounts


4,969


2,940Accrued liabilities


4,115


3,729Other reserves, net


2,179


3,511Total deferred income tax assets


11,263


10,180Total net deferred income tax liabilities

$
(2,667
)
$
(12,012
)Current portion of deferred income tax assets

$
9,012

$
6,072Long-term deferred income tax liabilities


(11,679
)

(18,084
)$
(2,667
)
$
(12,012
)


11. Stockholders' Equity

Stock-Based Compensation:

In 2002, the Board of Directors and Shareholders of the Company approved the 2002 Long-Term Incentive Plan (the "2002 Plan"), which is described
below. The 2002 Plan replaced the 1995 Stock Option Plan, as amended (the "1995 Plan"). Grants outstanding under the 1995 Plan will continue to be subject to the provisions of the 1995 Plan; no
additional awards will be granted under the 1995 Plan.

The
2002 Plan provides awards of options to purchase common stock and may include incentive stock options ("ISOs") and/or non-qualified stock options ("NQSOs"), stock
appreciation rights, restricted stock, deferred stock, bonus stock and awards in lieu of cash obligations, dividend equivalents and other stock-based awards. In addition, the Company issued warrants
(the "Warrants") to certain key employees and employees of its subsidiaries. The Company refers to awards under the 2002 Plan and the 1995 Plan collectively as "Awards" and refers to warrants granted
from time to time as Warrants.

At
December 31, 2003, there were no grants of stock appreciation rights, deferred stock, bonus stock and awards in lieu of cash obligations, dividend equivalents or other
stock-based awards under the 2002 Plan. During 2003, the Company awarded 164,300 shares of restricted stock under the 2002 Plan. The restricted shares were issued at no cost to the recipients;
therefore, the Company recorded deferred compensation of approximately $2.9 million based on the market value of the stock at the date of issuance. The deferred compensation charge will be
amortized to expense over the vesting period of the restricted stock. The restricted shares vest over a three-year period ending July 1, 2006,

56

---

with
acceleration of the vesting period occurring if a certain stock price or performance target is achieved. During 2003, $0.6 million of deferred compensation was amortized to expense.

The
Board of Directors has appointed a committee (the "Committee") to administer the 2002 Plan. Persons eligible to receive awards under the plan include directors, officers and
employees of the Company and its subsidiaries, and persons who provide consulting services to the Company deemed by the Committee to be of substantial value to the Company, persons who have been
offered employment
by the Company or its subsidiaries, and persons employed by an entity that the Committee reasonably expects to become a subsidiary of the Company. Awards granted under the plan may, at the discretion
of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other award granted under the Plan or any other plan of the Company, any subsidiary or any
business entity to be acquired by the Company or one of its subsidiaries. The Committee determines vesting in awards granted under the plan. Historically, when the Company has issued Warrants, it has
been either at the recommendation of the Compensation Committee or the full Board. Each of the 1995 Plan, the 2002 Plan and individual grants of Warrants have been previously approved by the Company's
stockholders.

The
total number of shares of common stock that may be subject to outstanding awards shall not exceed 16% of the total number of shares of common stock outstanding at the effective time
of such grant (or 650,000, whichever is greater), plus an additional 600,000 shares. The number of shares of common stock that may be issued upon the exercise of ISOs cannot exceed 650,000. In
addition, during any calendar year, no participant may be granted awards that may be settled by delivery of more than 500,000 shares of common stock, or, in the case of awards that may be settled in
cash, by payment of cash that exceeds the fair market value of 500,000 shares of common stock, determined either at the time of grant or at the time of payment, whichever is greater.

The
Company had 2,392,752 Awards and 1,100,872 Warrants outstanding at December 31, 2003. These Awards and Warrants generally have 10-year expirations with certain
Awards granted to

57

---

non-employee
directors having 5-year expirations. At December 31, 2002 and 2003, approximately 1,020,047 and 618,013 shares, respectively, were available for issuance.

Awards and Warrants OutstandingShares
(in thousands)

Weighted
Average
Exercise PriceBalance, January 1, 2001

2,599

$
26.21Granted

1,118

$
30.61Exercised

(592
)
$
22.56Forfeited

(185
)
$
29.06Balance, December 31, 2001

2,940

$
28.52Granted

806

$
24.84Exercised

(5
)
$
22.23Forfeited

(139
)
$
28.45Balance, December 31, 2002

3,602

$
27.71Granted

249

$
17.68Exercised

(17
)
$
21.59Forfeited

(340
)
$
27.83Balance, December 31, 2003

3,494

$
27.04Exercisable, December 31, 2001

1,315

$
26.54Exercisable, December 31, 2002

1,753

$
27.33Exercisable, December 31, 2003

2,099

$
27.59


The
following table summarizes information about Awards and Warrants granted under the Plans that were outstanding at December 31, 2003:

Awards and Warrants Outstanding

Awards and Warrants ExercisableRange of
Exercise Prices

Number
Outstanding
at December 31,
2003

Weighted-Average
Remaining
Contractual
Life

Weighted Average
Exercise Price

Number
Exercisable at
December 31,
2003

Weighted Average
Exercise Price$13.00-$24.00

909,056

6.45

$
21.44

489,026

$
22.67$24.25-$26.00

524,450

7.33

$
25.61

140,010

$
25.32$26.38-$30.00

897,085

5.39

$
27.63

845,263

$
27.63$30.13-$30.38

789,008

6.93

$
30.37

383,957

$
30.37$31.00-$37.25

374,025

6.40

$
34.23

241,080

$
34.35


Common Stock Repurchase Program

During 2003, the Company activated the $30.0 million stock repurchase program authorized by the Board of Directors in April 2001 and purchased
1,306,979 shares of its common stock at a cost of

58

---

approximately
$20.7 million. The repurchased shares were recorded in the accompanying balance sheet as a reduction to common stock for the par value of the shares, additional
paid-in-capital of $15.6 million, and retained earnings of $5.1 million. These shares have been retired and returned to the status of authorized but unissued
shares of the Company.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share were computed in accordance with SFAS No. 128,Earnings Per
Share. The differences between basic weighted average common shares and diluted weighted average common shares and common stock equivalents are as follows (in thousands):

Year Ended December 31,2001

2002

2003Basic weighted average common shares outstanding

16,748

17,334

16,452Weighted average options, warrants and restricted stock



59

98Other contingent consideration



216

15Diluted weighted average common shares outstanding

16,748

17,609

16,565


At
December 31, 2001, 2002 and 2003 approximately 654,000, 3,579,000 and 2,569,000 respectively, of common stock equivalents were not included in the diluted earnings per share
calculation because they were anti-dilutive. These common stock equivalents may be dilutive in future earnings per share calculations.

12. Interest Rate Swap

On December 22, 2000, the Company entered into an interest rate swap to hedge, through March 31, 2003, its exposure to fluctuations in interest
rates on $50 million of its debt. This interest rate swap had the effect of fixing the interest rate on $50 million of the Company's debt at 5.775%. In accordance with SFAS
No. 133, the Company concluded the interest rate swap qualified as a cash flow hedge. The hedge expired on March 31, 2003 and was not replaced. At December 31, 2002, the fair
value of the interest rate swap was a liability of approximately $0.5 million ($0.3 million, net of tax), which was recorded in the accompanying consolidated balance sheet in accounts
payable and accrued liabilities with an offset recorded in equity as accumulated other comprehensive loss.

13. Employee Benefit Plans

The Company maintains a defined contribution plan (the "401(k) plan") that covers the Company's employees and the employees of some of its subsidiaries. The
employees must be at least 21 years of age and are eligible for the plan on the first day of the quarter following 90 days of service. The Company also maintains a
non-qualified plan ("Rabbi Trust") that permits eligible officers and certain highly compensated employees to defer a portion of their compensation. Contributions to both the 401(k) plan
and the non-qualified compensation plan consist of employee pre-tax contributions determined as a percentage of each participating employee's compensation. The Company may make
contributions to either or both plans at the discretion of the Board of Directors. The Company incurred costs of $0.0 million, $0.3 million and a reduction to expense of
$0.3 million related to the 401(k) plan for the years ended December 31, 2001, 2002 and 2003, respectively. The Company

59

---

incurred
costs of $0.0 million, $0.2 million and $0.1 million related to the non-qualified compensation plan for the years ended December 31, 2001, 2002 and
2003, respectively. The total value of the Rabbi Trust at December 31, 2003 was approximately $7.4 million and was included in the Company's consolidated balance sheet as Other
Noncurrent Assets with a corresponding balance in Other Long-Term Obligations. The Company offers no post-employment or post-retirement benefits.

Certain
of the operating companies have separate qualified defined contribution employee benefit plans (the "Plans"), the majority of which allow for voluntary pre-tax
contributions by employees. The subsidiaries pay all general and administrative expenses of the Plans and, in some cases, the subsidiaries make matching and discretionary contributions to the Plans.
The subsidiaries offer no post-employment or post-retirement benefits. The expense incurred related to the Plans was approximately $0.9 million, $0.1 million and
$0.1 million for the years ended December 31, 2001, 2002 and 2003, respectively.

14. Related Party Transactions

Leasing Transactions

Certain operating companies lease their operating facilities from selling parties who remained as employees. These leases are for various lengths and annual
amounts. The rental expense for these operating leases for the years ended December 31, 2001, 2002 and 2003 was approximately $1,356,000, $1,594,000 and $1,560,000, respectively.

Other Receivables

During the years ended December 31, 2002 and 2003, the Company settled approximately $1.2 million and $0.1 million, respectively of
receivables due from former shareholders of its subsidiaries. Receivables due from former shareholders of the Company's subsidiaries was approximately $0.1 million and $0.0 million at
December 31, 2002 and 2003, respectively.

15. Commitments and Contingencies

Litigation

The Company is, from time to time, a party to litigation arising in the normal course of business. Management believes that none of these actions will have a
material adverse effect on the Company's business or financial condition. However, in the event of an adverse outcome in one or more of our legal proceedings, operating results for a given quarter may
be negatively impacted. The following paragraphs describe legal contingencies related to the Company's 2003 financial statements pursuant to SFAS No. 5,Accounting for
Contingencies, and related to previously disclosed contingencies.

DeBari Litigation

In March 1999, the Company filed a lawsuit styledDeBari Associates Acquisition Corp. v. Robert Burnham, Mark Walch, Nortec, LLC,
Spencer McElhannon and Peng Linin the Supreme Court of the State of New York ("Nortec Action"). In the Nortec Action, the Company is seeking a declaratory judgment that Robert
Burnham, Mark Walch, Nortec, LLC, Spencer McElhannon and Peng Lin (the "Nortec Defendants") have no interest in Net Data, Inc., a subsidiary of a company acquired in February 1998. The
Company divested the operating assets of Net Data, Inc. as part of its 2001 strategic realignment plan. The Nortec Defendants counterclaimed alleging breach of contract, fraud,

60

---

breach
of fiduciary duty as a joint venturer and unjust enrichment. The trial for the above matter concluded mid-October 2002, with the jury finding in our favor (i.e. that the
Nortec Defendants did not have a right to any part of Net Data, Inc. or any portion of the proceeds from its purchase). On February 7, 2003, the judge entered its order, reflecting the
jury's finding in favor of the Company. The Nortec Defendants deadline for filing a notice of appeal was 90 days from such order, being May 8, 2003. The deadline passed without a notice
of appeal being filed.

Roy Weatherford, et al vs. Franklin Bank and Franklin Bank vs. MAVRICC Management Systems, Inc.

On February 24, 1992, MAVRICC Management Systems, Inc. (one of the Company's subsidiaries, the operating assets of which were divested by the
Company as part of our 2001 strategic realignment plan) ("MAVRICC") entered into an agreement with Franklin Bank, N.A. whereby MAVRICC agreed to maintain records for individual IRAs and Keogh Plans
and to perform certain activities (specifically described in the contract) necessary to assist Franklin Bank, N.A. in serving as a custodian for specific IRAs. On August 6, 2001, Plaintiffs Roy
Weatherford, Lois Weatherford, James L. Loper and Alma D. Owen initiated a class action lawsuit against Franklin Bank, N.A. in Tennessee's Sumner County Circuit Court, Chancellory Division, alleging
breach of fiduciary duty, breach of contract, negligence and violation of the Consumer Protection Act. Franklin Bank, N.A. filed its Third-Party Complaint against MAVRICC for indemnification, alleging
that MAVRICC breached the agreement. On February 27, 2003, the parties to this action filed an agreed order of dismissal without prejudice, which, upon entry by the court, would dismiss both
the complaint against Franklin Bank and Franklin Bank's Third Party Complaint against MAVRICC. In March 2004, the parties to the action consented to file an agreed order of dismissal, with
prejudice, disposing of this matter.

Healthcare Marketing Associates, Inc. vs. Managed Care Professionals, Inc.

On February 9, 1995, prior to the acquisition by the Company, Managed Care Professionals, Inc. (one of its wholly-owned subsidiaries) ("MCP")
entered into an "Exclusive Marketing Agreement" with Healthcare Marketing Associates, Inc. ("HMA") whereby MCP granted to HMA the exclusive right to market, and HMA agreed to market exclusively
for MCP, the MCP products and services to health care providers in the United States for which MCP agreed to pay HMA a percentage (30%) of gross revenues paid to MCP by the provider (customer). The
duration of the Agreement was for a period of five (5) years and expired on February 9, 2000 ("Termination Date"). On April 27, 2001, HMA filed a lawsuit against MCP in the
Circuit Court of the County of St. Louis, State of Missouri, alleging entitlement to commissions on revenues generated from providers after the Termination Date who were initially brought to MCP prior
to the Termination Date. In March 2003, this lawsuit was tried before a judge and at the conclusion of the trial, the judge ruled in the plaintiff's favor in the amount of $1.782 million
plus prejudgment and post judgment interest, which equates to approximately $2.4 million in total as of December 31, 2003. The judgment amount plus prejudgment interest costs have been
included in the Company's 2002 results. Post judgment interest accrues at a statutory 9% rate and has been included in the Company's 2003 results. The Company has appealed this ruling and oral
arguments for its appeal were heard on February 24, 2004. The Company anticipate that the Court of Appeals will issue its ruling in this matter in mid-2004.

61

---

Various ROI Copy Charge Matters

From time to time, various subsidiaries of the Company that perform release of information ("ROI") services become defendants to putative class action lawsuits
generally alleging that the charge for reproducing certain medical records is not in conformity with such plaintiffs' reading of the applicable regulated charge. Such suits typically include multiple
ROI companies and hospitals as defendants and demand reimbursement for prior charges as well as for prospective pricing adjustments. The Company is currently a party to several such suits in various
stages of development. The Company believes it has meritorious defenses and intends to continue to vigorously defend any claims made against it in these matters.

Mattel v. SOURCECORP

On February 18, 2003, Mattel, Inc. filed suit against the Company in the Los Angeles County California Superior Court. In the suit, the plaintiff
alleges that one of the Company's subsidiaries is liable for the loss of various products, prototypes and paper documents allegedly stored at one of the subsidiary's box
storage facilities under theories of breach of contract, breach of fiduciary duty, negligence, breach of implied covenants of good faith and fair dealing and/or conversion. The plaintiff has at
various times alleged damages ranging from "in excess of $2.5 million" to approximately $20.0 million; however, the Company believes that the damages, if any, suffered by the plaintiff
are substantially less than the amounts alleged. Moreover, the plaintiff has not yet recalculated its alleged damages following a recent discovery of certain of the alleged missing materials. The
Company believes it is adequately reserved for this legal contingency. Additionally, the Company believes it has meritorious defenses and intends to vigorously defend any claims made against it in
this matter.

Spohr. et. al. v. F.Y.I. Incorporated, et. al.

In June 2000, the Company filed an action styledF.Y.I. Incorporated v. Spohr, et. al.in Dallas, Texas, in
which it asserted claims for breach of contract, fraud, and negligent misrepresentation against the sellers of two related companies the Company acquired in December 1998 (the "Texas Action").
The Texas Action was later removed to federal court and ultimately dismissed on jurisdictional grounds. The Company reasserted its claims in two actions that were later consolidated; one styled F.Y.I. Incorporated v. Spohr,
et. al.in Superior Court of the State of California in the County of Sacramento, Case
No. 01-AS-00721 (the "Sacramento Action") and one styledSpohr, et. al. v. F.Y.I. Incorporated, et. al.in the Superior
Court of the State of California in the County of San Francisco, Case No. 318703 (the "San Francisco Action"). In the consolidated action, the Company additionally filed claims against the
sellers' accountants and the two sellers filed claims against the Company; however, in February 2004, the judge in the Sacramento Action dismissed the Company's claims against the sellers'
accountants. The sellers allege that the Company's former subsidiary wrongfully failed and refused to execute and deliver a requested estoppel certificate, and that the failure to provide such
estoppel certificate harmed the landlord in that they were allegedly denied favorable terms on a refinancing of the property and were allegedly prevented from completing a timely sale of the property.
Sellers' allege damages of approximately $1.5 million. The Company has asserted damages in excess of $8 million. The Company believes it has meritorious defenses to sellers' claims and
intends to vigorously defend any claims made against it in this matter.

62

---

Contract-related Contingencies

The Company has certain contingent liabilities that arise in the ordinary course of providing services to its customers. These contingencies are generally the
result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services by a specified deadline. The Company believes that the ultimate
liability, if any, incurred under these contract provisions will not have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables.
The Company maintains cash and cash equivalents and certain other financial instruments at various major financial institutions across many geographic areas. Credit risk on trade receivables is
minimized as a result of the large number of entities comprising our client base and their dispersion across many industries and geographic areas.

16. Segment Reporting

The Company aggregates its service offerings and operations into two reportable segments: (i) Information Management and Distribution, and
(ii) Healthcare, Regulatory, and Legal Compliance. The Company's reportable segments are organized around customer types and service offerings possessing similar economic characteristics.
Management evaluates segment performance based on revenue, operating income, and income before income taxes. All centrally incurred corporate costs are allocated to the segments based principally on
operating income. The reporting segments follow the same accounting policies used for the Company's consolidated financial statements as described in the summary of significant accounting policies.

The
identified segments are as follows:

Information Management and Distribution.This segment offers Business Process Outsourcing ("BPO") solutions that help its
customers manage theDocument In-flow,Workflow Processingand Statement Out-flowof their mission critical
business document processes. This segment's BPO solutions enable customers to automate their
complex workflow processes by digitizing extremely large volumes of documents, capturing information from the documents, hosting electronic documents the Company's Web-based repository, and preparing
statements that customers mail or present electronically to their end users. In conjunction with statement out-flow, this segment provides full-service printing and direct mail services.
In 2003, Information Management and Distribution represented 58.3% of revenue and 49.0% of pre-tax income. During 2003, revenue in the Information Management and Distribution segment consisted of
approximately $220.9 million of recurring revenue and approximately $26.1 million of project revenue.

Healthcare, Regulatory and Legal Compliance.This segment offers specialized knowledge-based processing and consulting
services that include medical records release, record management services for healthcare institutions, temporary staffing for healthcare institutions, providing managed care compliance reviews, class
action claims administration, and professional economic research and litigation services. In 2003, Healthcare, Regulatory and Legal Compliance represented 41.7% of revenue and 51.0% of pre-tax income.
The greater proportion of pre-tax income results from the higher

63

---

margin
nature of project revenue. During 2003, revenue in the Healthcare, Regulatory and Legal Compliance segment consisted of approximately $115.8 million of project revenue and approximately
$61.3 million of recurring revenue.

The
Company measures segment profit as income before taxes. Information on the segments follows (in thousands):

|                              |  | Year Ended December 31, 2003
|----------------------------- |  | ----------------------------
|
|Revenue                       |  | $                           
|Depreciation and amortization |  |                             
|Operating income              |  |                             
|Interest expense              |  |                             
|Income before income taxes    |  |                             
|Total assets                  |  |                             

|                              |  | Year Ended December 31, 2002
|----------------------------- |  | ----------------------------
|
|Revenue                       |  | $                           
|Depreciation and amortization |  |                             
|Operating income              |  |                             
|Interest expense              |  |                             
|Income before income taxes    |  |                             
|Total assets                  |  |                             

|                                 |  | Year Ended December 31, 2001 |        
|-------------------------------- |  | ---------------------------- | -------
|
|Revenue                          |  | $                            | 236,183
|Depreciation and amortization    |  |                              | 13,735 
|Operating income(loss)           |  |                              | 29,127 
|Interest expense                 |  |                              | 4,684  
|Income(loss) before income taxes |  |                              | 24,184 

At January 1, 2002, the Company transferred four operating units from the Healthcare, Regulatory and Legal Compliance segment to the
Information Management and Distribution segment and one operating unit from the Information Management and Distribution segment to the Healthcare, Regulatory and Legal Compliance segment. These
transfers were completed to better align these operating units' results with operating units of similar core competencies. The Company has reclassified

64

---

the
2001 amounts to be consistent with the 2002 and 2003 segment reporting. Information on the revised segments follows (in thousands):

Information Management and Distribution

2001

Operating Unit
Transfers

2001
ReclassifiedRevenue

$
205,330

$
30,853

$
236,183Depreciation and amortization


12,358


1,377


13,735Operating income


25,905


3,222


29,127Interest expense


4,710


(26
)

4,684Income before income taxes


21,623


2,561


24,184Total assets


216,496


31,338


247,834


Healthcare, Regulatory and Legal Compliance

2001

Operating Unit
Transfers

2001
ReclassifiedRevenue

$
213,070

$
(30,853
)
$
182,217Depreciation and amortization


9,977


(1,377
)

8,600Operating income


33,198


(3,222
)

29,976Interest expense


4,592


26


4,618Income (loss) before income taxes


28,049


(2,561
)

25,488Total assets


245,393


(31,338
)

214,055


During
the years ended December 31, 2002 and 2003, capital expenditures were approximately $9.3 million and $14.1 million, respectively, in the Information
Management and Distribution segment and approximately $2.7 million and $2.8 million, respectively, in the Healthcare, Regulatory and Legal Compliance segment.

17. Quarterly Information (Unaudited)

|                                            |         | SOURCECORP, Incorporated
|------------------------------------------- | ------- | ------------------------
|
|
|Total revenue                               |         | $                       
|Gross profit                                |         |                         
|Income before income taxes                  |         |                         
|Net income                                  |         |                         
|Net income per common share                |         |                         
|                                            | Basic   |                         
|                                            | Diluted |                         
|Weighted average common shares outstanding |         |                         
|                                            | Basic   |                         
|                                            | Diluted |                         

65

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ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As recommended by the Audit Committee of SOURCECORP, Incorporated, the Board of Directors, on April 17, 2002, decided to no longer engage Arthur Andersen
LLP ("Andersen") as independent auditors and engaged Deloitte & Touche LLP to serve as independent auditors for 2002.

Andersen's
report on the Company's consolidated financial statements for the year ended December 31, 2001 did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting principles.

During
the Company's year ended December 31, 2001 and the subsequent interim period through the date of the Form 8-K on April 17, 2002, notifying of such
auditor change, there were no disagreements with Andersen on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such year; and there were
no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The
Company provided Andersen with a copy of the foregoing disclosures. A copy of Andersen's letter, dated April 18, 2002, stating its agreement with such statements was filed as
an exhibit to the Company's Form 8-K dated April 17, 2002.

During
the Company's year ended December 31, 2001 and the subsequent interim period through April 17, 2002, the Company did not consult Deloitte with respect to the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements,
or any other matters or reportable events listed in Item 304(a)(2)(i) and (ii) of Regulation S-K

ITEM 9A.Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The Company maintains disclosure controls and procedures, which it has designed to ensure that material information related to the Company, including its
consolidated subsidiaries, is made known to a group comprised of designated members of the Company's senior management, designated members of functional divisions of the Company, and/or the certifying
officers (i.e. Chief Executive Officer and Chief Financial Officer) (collectively, the ("Disclosure Committee"), on a timely basis. In response to recent legislation and proposed regulations, the
Company reviewed its internal control structure and its disclosure controls and procedures. Although the Company believes its pre-existing disclosure controls and procedures were adequate
to enable the Company to comply with its disclosure obligations, as a result of such review, the Company implemented minor changes, primarily to formalize and document the procedures already in place.
As of December 31, 2003, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act of 1934, as amended,
Rule 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC
Filings.

(b) Changes in internal controls.

There were no significant changes in our internal controls or in other factors, including any corrective actions with regard to significant deficiencies and
material weaknesses, that could significantly affect these controls subsequent to the date of their evaluation.

66

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PART III

ITEM 10.Directors and Executive Officers of the Registrant

Information called for by Item 10 will be set forth under the captions "Election of Directors" "Corporate Governance" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in our 2003 Proxy Statement, which will be filed not later than 120 days after the end of our fiscal year ended December 31, 2003, and which is
incorporated herein by this reference.

ITEM 11.Executive Compensation

Information called for by Item 11 will be set forth under the caption "Executive Compensation" in our 2003 Proxy Statement, which will be filed not later than
120 days after the end of our fiscal year ended December 31, 2003, and which is incorporated herein by this reference.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management

Information called for by Item 12 will be set forth under the captions "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners
and Management", respectively, in our 2003 Proxy Statement, which will be filed not later than 120 days after the end of our fiscal year ended December 31, 2003, and which is
incorporated herein by this reference.

ITEM 13.Certain Relationships and Related Transactions

Information called for by Item 13 will be set forth under the caption "Certain Relationships and Related Transactions" in our 2003 Proxy Statement, which will be
filed not later than 120 days after the end of our fiscal year ended December 31, 2003, and which is incorporated herein by this reference.

ITEM 14.Principal Accounting Fees and Services

Information called for by Item 14 will be set forth under the caption "Independent Accountants" in our 2003 Proxy Statement, which will be filed not later than
120 days after the end of our fiscal year ended December 31, 2003, and which is incorporated herein by this reference.

PART IV

ITEM 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following documents are being filed as part of this Report:



See
Index to Consolidated Financial Statements on page.

All
other schedules are omitted because they are not applicable, not required or the required information is in the Financial Statements or the Notes thereto.



67

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|EXHIBIT
NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                      
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Certificate of Ownership and Merger filed with the Secretary of State of Delaware effective February 14, 2002 merging SourceCorp Incorporated with and into the Registrant and changing the name of the Registrant to
SOURCECORP, Incorporated (Incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed February 15, 2002)
|3.1            |  | Restated Certificate of Incorporation of SOURCECORP, Incorporated (Incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                                                  
|3.2            |  | Amended and Restated By-Laws of SOURCECORP, Incorporated (Incorporated by reference to Exhibit 99.4 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                                                           
|4              |  | Specimen certificate for the Common Stock, par value $.01 per share, of the Registrant. (Incorporated by reference to Exhibit 99.1 to Amendment No. 1 to the Company's Registration Statement on Form 8-A filed on February 15, 2002)                                                                                                                            
|10.1*          |  | F.Y.I. Incorporated 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)                                                                                                                                                                
|10.2*          |  | SOURCECORP, Incorporated 2002 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed August 14, 2002)                                                                                                                                                                                                              
|10.3           |  | Form of Indemnification Agreement between Registrant and each director (Incorporated by reference to Exhibit 10.8 to Company's Registration Statement on Form S-1 (Registration No. 33-98608) effective January 12, 1996)                                                                                                                                        
|10.4           |  | Agreement between New York State Workers' Compensation Board and QCSInet Acquisition Corp., dated January 21, 1998 (Incorporated by reference to Exhibit 10.38 to the Company's Form 8-K filed on March 20, 1998)                                                                                                                                                
|10.5           |  | Warrant No. 6 issued to Mary D. Baker, dated October 27, 1998 (Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)                                                                                                                                                                       
|10.6           |  | Warrant No. 7 issued to Sharon Kelly, dated October 27, 1998 (Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)                                                                                                                                                                        
|10.7           |  | Warrant No. 8 issued to C. Stuart Haworth, dated October 27, 1998 (Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)                                                                                                                                                                   
|10.8           |  | Warrant No. 9 issued to Janet Thornton, dated October 27, 1998. (Incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)                                                                                                                                                                     
|10.9           |  | Warrant No. 10 issued to Stephen D. Swartz, dated October 27, 1998. (Incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                  

68

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|10.10  |  | Warrant No. 11 issued to Hossein Borhani, dated October 27, 1998. (Incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)  
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11  |  | Warrant No. 12 issued to George Desloge, dated October 27, 1998. (Incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)   
|10.12  |  | Warrant No. 13 issued to Paul White, dated October 27, 1998. (Incorporated by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)      
|10.13  |  | Warrant No. 14 issued to Kaye Hall, dated October 27, 1998. (Incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-8 filed on December 29, 1998)       
|10.14* |  | Warrant No. 16 issued to Ronald Zazworsky, dated May 19, 1999. (Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999)    
|10.15* |  | Warrant No. 17 issued to Joe A. Rose, dated May 19, 1999. (Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999)         
|10.16  |  | Warrant No. 18 issued to Margot T. Lebenberg, dated May 19, 1999. (Incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999) 
|10.17* |  | Warrant No. 21 issued to Thomas C. Walker, dated May 19, 1999. (Incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999)    
|10.18* |  | Warrant No. 22 issued to Ed H. Bowman, Jr., dated May 19, 1999. (Incorporated by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999)  
|10.19* |  | Special Warrant No. 24 issued to Joe A. Rose, dated May 19, 1999. (Incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-8 filed on September 17, 1999)
|10.20  |  | Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12, 2000. (Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)  
|10.21  |  | Warrant No. 26 issued to Barrie Robertson, dated February 25, 2000. (Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.22  |  | Warrant No. 27 issued to Barrie Robertson, dated February 25, 2000. (Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.23  |  | Warrant No. 28 issued to James Helm, dated February 25, 2000. (Incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)         
|       |  |                                                                                                                                                                                                 

69

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|10.24  |  | Warrant No. 29 issued to James Helm, dated February 25, 2000. (Incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)      
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.25  |  | Warrant No. 30 issued to Margot T. Lebenberg, dated March 16, 2000. (Incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)
|10.26* |  | Warrant No. 31 issued to Ronald Zazworsky, dated March 16, 2000. (Incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.27  |  | Warrant No. 32 issued to Timothy J. Barker, dated March 16, 2000. (Incorporated by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000) 
|10.28* |  | Warrant No. 33 issued to Joe A. Rose, dated March 16, 2000. (Incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)       
|10.29  |  | Warrant No. 34 issued to Joy Karns, dated February 25, 2000. (Incorporated by reference to Exhibit 4.12 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)      
|10.30  |  | Warrant No. 36 issued to Suzette Estaban, dated February 25, 2000. (Incorporated by reference to Exhibit 4.14 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)
|10.31  |  | Warrant No. 37 issued to Francis Esteban, dated February 25, 2000. (Incorporated by reference to Exhibit 4.15 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)
|10.32  |  | Warrant No. 38 issued to Ruben Luna, dated February 25, 2000. (Incorporated by reference to Exhibit 4.16 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.33  |  | Warrant No. 39 issued to Maria Olvera, dated February 25, 2000. (Incorporated by reference to Exhibit 4.17 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)   
|10.34  |  | Warrant No. 40 issued to C. Stuart Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.18 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000) 
|10.35  |  | Warrant No. 41 issued to David Byerley, dated March 16, 2000. (Incorporated by reference to Exhibit 4.19 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.36  |  | Warrant No. 44 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.22 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)     
|10.37  |  | Warrant No. 45 issued to Gene Marzano, dated March 16, 2000. (Incorporated by reference to Exhibit 4.22 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)      
|       |  |                                                                                                                                                                                              

70

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|10.38  |  | Warrant No. 46 issued to Joan G. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.24 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)    
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.39  |  | Warrant No. 47 issued to Charles T. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.25 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000) 
|10.40  |  | Warrant No. 48 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.26 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)      
|10.41  |  | Warrant No. 49 issued to Joan G. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.27 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)    
|10.42  |  | Warrant No. 50 issued to Charles T. Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.28 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000) 
|10.43  |  | Warrant No. 51 issued to Michael Wickman, dated March 16, 2000. (Incorporated by reference to Exhibit 4.29 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)    
|10.44  |  | Warrant No. 52 issued to David Delgado, dated March 16, 2000. (Incorporated by reference to Exhibit 4.30 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)      
|10.45  |  | Warrant No. 53 issued to Leo Cooper, dated March 16, 2000. (Incorporated by reference to Exhibit 4.31 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)         
|10.46  |  | Warrant No. 54 issued to C. Stuart Haworth, dated March 16, 2000. (Incorporated by reference to Exhibit 4.32 to the Registrant's Registration Statement on Form S-8 filed on April 25, 2000)  
|10.47* |  | Warrant No. W057 issued to Thomas C. Walker, dated January 24, 2001. (Incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.48* |  | Warrant No. W058 issued to Ed H. Bowman, Jr., dated January 24, 2001. (Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001) 
|10.49* |  | Warrant No. W059 issued to Joe A. Rose, dated January 24, 2001. (Incorporated by reference to Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)       
|10.50* |  | Warrant No. W060 issued to Barry L. Edwards, dated January 24, 2001. (Incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.51* |  | Warrant No. W061 issued to Charles S. Gilbert, dated January 24, 2001. (Incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)
|       |  |                                                                                                                                                                                               

71

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|10.52* |  | Warrant No. W062 issued to Michael S. Rupe, dated January 24, 2001. (Incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001) 
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.53* |  | Warrant No. W063 issued to Ronald Zazworsky, dated January 24, 2001. (Incorporated by reference to Exhibit 4.9 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)
|10.54  |  | Warrant No. W064 issued to Gary Patton, dated January 24, 2001. (Incorporated by reference to Exhibit 4.10 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)    
|10.55  |  | Warrant No. W065 issued to David Byerley, dated January 24, 2001. (Incorporated by reference to Exhibit 4.11 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)  
|10.56  |  | Warrant No. W066 issued to Mary Baker, dated January 24, 2001. (Incorporated by reference to Exhibit 4.12 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)     
|10.57  |  | Warrant No. W067 issued to Hossein Borhani, dated January 24, 2001. (Incorporated by reference to Exhibit 4.13 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)
|10.58  |  | Warrant No. W068 issued to Charles Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.14 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)
|10.59  |  | Warrant No. W069 issued to Joan Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.15 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)   
|10.60  |  | Warrant No. W070 issued to Stuart Haworth, dated January 24, 2001. (Incorporated by reference to Exhibit 4.16 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001) 
|10.61  |  | Warrant No. W071 issued to Sharon Kelly, dated January 24, 2001. (Incorporated by reference to Exhibit 4.17 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)   
|10.62  |  | Warrant No. W072 issued to Sam Kimelman, dated January 24, 2001. (Incorporated by reference to Exhibit 4.18 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)   
|10.63  |  | Warrant No. W073 issued to Steve Swartz, dated January 24, 2001. (Incorporated by reference to Exhibit 4.19 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)   
|10.64  |  | Warrant No. W074 issued to Janet Thornton, dated January 24, 2001. (Incorporated by reference to Exhibit 4.20 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001) 
|10.65  |  | Warrant No. W075 issued to Paul White, dated January 24, 2001. (Incorporated by reference to Exhibit 4.21 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)     
|       |  |                                                                                                                                                                                             

72

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|10.66  |  | Warrant No. W076 issued to Holly Barnett, dated January 24, 2001. (Incorporated by reference to Exhibit 4.22 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)                                                        
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.67  |  | Warrant No. W077 issued to Dennis Reinhold, dated January 24, 2001. (Incorporated by reference to Exhibit 4.23 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)                                                      
|10.68  |  | Warrant No. W078 issued to E. Leo Cooper, dated January 24, 2001. (Incorporated by reference to Exhibit 4.24 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)                                                        
|10.69* |  | Warrant No. W079 issued to Kerry D. Walbridge, dated March 22, 2001. (Incorporated by reference to Exhibit 4.25 to the Registrant's Registration Statement on Form S-8 filed on May 11, 2001)                                                     
|10.70* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr.                                              
|10.71* |  | Employment Agreement, entered into on December 22, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and David Delgado                                                                                                           
|10.72* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards                                               
|10.73* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert                                             
|10.74* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and W. Bryan Hill                                                                                      
|10.75* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Michael S. Rupe                                                                                    
|10.76* |  | Amended and Restated Employment Agreement, entered into on January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge                                                                                   
|10.77* |  | Amended and Restated Employment Agreement, entered into on December 19, 2003 and effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker                                               
|10.78* |  | Amended and Restated Employment Agreement, effective as of January 1, 2004 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky                                                                                     
|10.79* |  | Consulting Agreement between F.Y.I. Incorporated and David Lowenstein (Incorporated by reference to Exhibit 10.65 of the Company's Form 10-K filed on March 23, 2000)                                                                             
|10.80* |  | Amended and Restated Employment Agreement, dated as of April 24, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Barry L. Edwards (Incorporated by reference to Exhibit 10.8 on the Company's Form 10-Q filed May 15,
2002)
|       |  |                                                                                                                                                                                                                                                   

73

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|10.81* |  | Amended and Restated Employment Agreement, dated as of April 24, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Charles S. Gilbert (Incorporated by reference to Exhibit 10.2 on the Company's Form 10-Q filed May 15,
2002)                   
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.82* |  | Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.3 on the Company's Form 10-Q filed May 15,
2002)                     
|10.83* |  | First Amendment to Amended and Restated Employment Agreement, dated as of May 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ed H. Bowman, Jr. (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed
August 14, 2002) 
|10.84* |  | Amended and Restated Employment Agreement, dated as of May 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Joe A. Rose (Incorporated by reference to Exhibit 10.4 on the Company's Form 10-Q filed May 15,
2002)                            
|10.85* |  | First Amendment to Amended and Restated Employment Agreement, dated as of May 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Joe A. Rose (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q
filed August 14, 2002)      
|10.86* |  | Employment Agreement, dated as of April 23, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Kerry D. Walbridge (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed May 15, 2002)                                        
|10.87* |  | Employment Agreement, dated as of February 7, 2003 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Michael S. Rupe (Incorporated by reference to Exhibit 10.78 on the Company's Form 10-K filed March 31, 2003)                                      
|10.88* |  | Amended and Restated Employment Agreement, dated as of May 18, 2001 between F.Y.I. Incorporated and Ronald Zazworsky (Incorporated by reference to Exhibit 10.90 on the Company's Form 10-Q filed August 14, 2001)                                                     
|10.89* |  | First Amendment to Amended and Restated Employment Agreement, dated as of April 10, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Ronald Zazworsky (Incorporated by reference to Exhibit 10.6 on the Company's Form 10-Q filed
May 15, 2002)  
|10.90* |  | Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.7 on the Company's Form 10-Q filed May 15,
2002)                      
|10.91* |  | First Amendment to Amended and Restated Employment Agreement, dated as of April 8, 2002 between SOURCECORP, Incorporated, SOURCECORP Management, L.P. and Thomas C. Walker (Incorporated by reference to Exhibit 10.2 on the Company's Form 10-Q filed
August 14, 2002)
|10.92  |  | Credit Agreement, dated as of April 3, 2001, by and among F.Y.I. Incorporated, Bank of America, N.A., and the other signatories thereto (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed November 14, 2001)                                 
|       |  |                                                                                                                                                                                                                                                                        

74

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|10.93  |  | First Amendment to Credit Agreement, dated as of June 27, 2001, by and among F.Y.I. Incorporated, bank of America, N.A., and the other signatories thereto (Incorporated by reference to Exhibit 10.92 on the Company's Form 10-Q filed August 14,
2001)                                                                                                    
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.94  |  | Second Amendment to Credit Agreement, dated as of September 27, 2002 between SOURCECORP, Incorporated, Bank of America, N.A. and the other signatories thereto (Incorporated by reference to Exhibit 10.1 on the Company's Form 10-Q filed
November 14, 2002)                                                                                               
|10.95  |  | Third Amendment to Credit Agreement, dated as of March 26, 2003 by and among SOURCECORP, Incorporated, Bank of America, N.A., and the other Agents and Lenders party hereto (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed
May 13, 2003)                                                                                       
|10.96  |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Bank of America, N.A. (Incorporated by reference to
Exhibit 10.86 to the Company's Form 10-K filed March 31, 2003)                                         
|10.97  |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of SunTrust Bank (Incorporated by reference to Exhibit 10.87
to the Company's Form 10-K filed March 31, 2003)                                                 
|10.98  |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of BNP Paribas (Incorporated by reference to Exhibit 10.88
to the Company's Form 10-K filed March 31, 2003)                                                   
|10.99  |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of First Union National Bank (Incorporated by reference to
Exhibit 10.89 to the Company's Form 10-K filed March 31, 2003)                                     
|10.100 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of The Bank of Nova Scotia (Incorporated by reference to
Exhibit 10.90 to the Company's Form 10-K filed March 31, 2003)                                       
|10.101 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of JPMorgan Chase Bank formerly known as The Chase Manhattan
Bank (Incorporated by reference to Exhibit 10.91 to the Company's Form 10-K filed March 31, 2003)
|10.102 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Wachovia Bank, N.A. (Incorporated by reference to Exhibit
10.92 to the Company's Form 10-K filed March 31, 2003)                                           
|10.103 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Washington Mutual Bank (Incorporated by reference to
Exhibit 10.93 to the Company's Form 10-K filed March 31, 2003)                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                             

75

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|10.104 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Wells Fargo Bank Texas, National Association
(Incorporated by reference to Exhibit 10.94 to the Company's Form 10-K filed March 31, 2003)
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.105 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Bank One, NA (Incorporated by reference to Exhibit 10.95
to the Company's Form 10-K filed March 31, 2003)                                
|10.106 |  | Extension Agreement, effective April 3, 2002 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A., and Banc of America Securities LLC, executed on behalf of Texas Capital Bank, National Association (Incorporated by
reference to Exhibit 10.96 to the Company's Form 10-K filed March 31, 2003)    
|10.107 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Bank of America, N.A. (Incorporated by reference to
Exhibit 10.7 to the Company's Form 10-Q filed May 13, 2003)                           
|10.108 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of The Bank of Nova Scotia (Incorporated by reference to
Exhibit 10.8 to the Company's Form 10-Q filed May 13, 2003)                         
|10.109 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Bank One, N.A. (Incorporated by reference to Exhibit 10.9
to the Company's Form 10-Q filed May 13, 2003)                                  
|10.110 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of BNP Paribas (Incorporated by reference to Exhibit 10.10 to
the Company's Form 10-Q filed May 13, 2003)                                    
|10.111 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of JPMorgan Chase Bank (Incorporated by reference to Exhibit
10.11 to the Company's Form 10-Q filed May 13, 2003)                            
|10.112 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Suntrust Bank (Incorporated by reference to Exhibit 10.12
to the Company's Form 10-Q filed May 13, 2003)                                  
|10.113 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Washington Mutual Bank (Incorporated by reference to
Exhibit 10.13 to the Company's Form 10-Q filed May 13, 2003).                        
|10.114 |  | Extension Agreement, effective April 3, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Wells Fargo Bank, N.A. (Incorporated by reference to
Exhibit 10.14 to the Company's Form 10-Q filed May 13, 2003)                         
|       |  |                                                                                                                                                                                                                                                                                                                                           

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|10.115  |  | Extension Agreement, effective December 4, 2003 among SOURCECORP, Incorporated, each of the Lenders party thereto, Bank of America, N.A. and Bank of America Securities LLC, executed on behalf of Hibernia National Bank               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.116  |  | Letter Agreement, dated August 10, 2001, by and among F.Y.I. Incorporated, Bank of America, N.A. and the other signatories thereto (Incorporated by reference to Exhibit 10.3 on the Company's Form 10-Q filed November 14, 2001)       
|10.117  |  | Master Guaranty Agreement, dated April 3, 2001, by and among certain subsidiaries of F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.4 on the Company's Form 10-Q filed November 14, 2001)       
|10.118  |  | Pledge Agreement, dated April 3, 2001, by and between F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.5 on the Company's Form 10-Q filed November 14, 2001)                                      
|10.119  |  | Master Pledge Agreement, dated April 3, 2001, by and among certain subsidiaries of F.Y.I. Incorporated and Bank of America, N.A. (Incorporated by reference to Exhibit 10.6 on the Company's Form 10-Q filed November 14, 2001)         
|10.120  |  | Assignment Agreement dated October 24, 2003 by and between Wachovia Bank, National Association and Hibernia National Bank accepted by Bank of America, N.A. and consented to by SOURCECORP, Incorporated.                               
|10.121  |  | ISDA Master Agreement and Schedule to ISDA Master Agreement dated as of December 20, 2000, between F.Y.I. Incorporated and SunTrust Bank. (Incorporated by reference to Exhibit 10.7 on the Company's Form 10-Q filed November 14,
2001)
|10.122  |  | Confirmation of Interest Rate Transaction Letter Agreement dated December 21, 2000, between F.Y.I. Incorporated and SunTrust Bank. (Incorporated by reference to Exhibit 10.8 on the Company's Form 10-Q filed November 14, 2001)       
|10.123* |  | F.Y.I. Incorporated Nonqualified Retirement Plan, Amended and Restated as of January 1, 2000 (Incorporated by reference to Exhibit 10.87 on the Company's Form 10 -K filed April 1, 2002)                                               
|10.124* |  | Description of Non-Qualified Retirement Plan Match                                                                                                                                                                                      
|16.1    |  | Letter from Arthur Andersen, LLP dated April 18, 2002 (Incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K filed April 22, 2002).                                                                     
|21      |  | List of subsidiaries of SOURCECORP, Incorporated                                                                                                                                                                                        
|23.1    |  | Consent of Deloitte & Touche LLP                                                                                                                                                                                                        
|24      |  | Power of Attorney (included with the signature page hereof)                                                                                                                                                                             
|31.1    |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                              
|31.2    |  | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                                                              
|32.1    |  | Certification pursuant to Section 906 of Sarbanes-Oxley Act                                                                                                                                                                             
|32.2    |  | Certification pursuant to Section 906 of Sarbanes-Oxley Act                                                                                                                                                                             

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During
the quarter ended December 31, 2003, the Company filed the following Current Report on Form 8-K:

On
November 5, 2003, the Company filed the Current Report on Form 8-K with the Commission dated November 5, 2003, reporting under Item 5 and Item 7
thereto, the filing of a press release to announce its financial results for the third quarter ended September 30, 2003.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

|                     |  | SOURCECORP, INCORPORATED
|-------------------- |  | ------------------------
|                     |  | By:                     
|Date: March 12, 2004 |  |                         

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and constitutes Ed H. Bowman, Jr. and Charles S. Gilbert, and each of them singly, his true and
lawful attorneys-in-fact with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign and file any and all
amendments to this report with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and he hereby ratifies and confirms all that said
attorneys-in-fact or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 12, 2004 by the following persons on behalf of the Registrant
and in the capacities indicated.

|SIGNATURE                                           |  | CAPACITY IN WHICH SIGNED                                                          
|--------------------------------------------------- |  | ----------------------------------------------------------------------------------
|                                                    |  |                                                                                   
|/s/THOMAS C. WALKERThomas C. Walker                 |  | Chairman of the Board and Chief Development Officer                               
|/s/ED H. BOWMAN, JR.Ed H. Bowman, Jr.               |  | Director, President and Chief Executive Officer
(Principal Executive Officer)     
|/s/DAVID LOWENSTEINDavid Lowenstein                 |  | Director and Founder                                                              
|/s/BARRY L. EDWARDSBarry L. Edwards                 |  | Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|/s/G. MICHAEL BELLENGHIG. Michael Bellenghi         |  | Director                                                                          
|/s/MICHAEL J. BRADLEYMichael J. Bradley             |  | Director                                                                          
|/s/DONALD F. MOOREHEAD, JR.Donald F. Moorehead, Jr. |  | Director                                                                          
|/s/HON. EDWARD M. ROWELLHon. Edward M. Rowell       |  | Director                                                                          
|/s/JONATHAN B. SHAWJonathan B. Shaw                 |  | Director                                                                          

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