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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



(Mark One)

|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2002



OR



| ̈ |  | 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 0-27570



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PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.

(Exact name of registrant as specified in its charter)



|North Carolina                                                 |  | 56-1640186                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|3151 South Seventeenth Street            |  |           
|---------------------------------------- |  | ----------
|Wilmington, North Carolina               |  | 28412     
|(Address of principal executive offices) |  | (Zip Code)



Registrants telephone number, including area code: (910) 251-0081





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



None



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



Common Stock, par value $0.10 per share

(Title of class)



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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  x  No ̈



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.  x



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



The aggregate market value of the common stock held by non-affiliates of the registrant was approximately
$1.25 billion as of June 30, 2002, based on the closing price of the Common Stock on that date on the Nasdaq National Market System. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the
outstanding Common Stock have been excluded in that such person might be deemed to be affiliates. This determination of affiliate status might not be conclusive for other purposes.



As of February 3, 2003, there were 55,577,181 shares of the registrants common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



The Companys definitive Proxy
Statement for its 2003 Annual Meeting of Stockholders (certain parts as indicated in Part III).



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PART I



Statements in this Report that are not descriptions of historical facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect managements current view with respect to future events and financial performance, but are subject to risks and uncertainties. Actual results
could differ materially from those currently anticipated due to a number of factors, including those set forth herein and in our other SEC filings, and including, in particular, the factors discussed in Item 1 under the heading Factors that
Might Affect our Business or Stock Price.



Item 1.
Business



Overview



We are a leading global provider of drug discovery and
development services to pharmaceutical and biotechnology companies. Our corporate mission is to help clients maximize the return on their research and development investments. We offer therapeutic expertise, advanced technologies and extensive
resources for both drug discovery and drug development.



We have been in the drug development business for more than 17 years. Our development services include preclinical programs and Phase 1 to Phase 4 clinical development. We have extensive clinical trial experience across a multitude
of therapeutic areas that encompass various parts of the world, including regional, national and global studies. In addition, we also offer post-market support services for drugs that have received approval for market use, such as product launch
services, patient compliance programs, and medical communications programs for consumer and healthcare providers on product use and adverse events.



With more than 5,300 professionals in 24 countries around the world, we have provided services to 41 of the top 50 pharmaceutical
companies in the world as ranked by 2001 healthcare research and development spending, in addition to many leading biotechnology companies. We believe that we are one of the worlds largest providers of drug development services to
pharmaceutical and biotechnology companies based on 2002 annual net revenues of contract research organizations.



Building on our outsourcing relationships with pharmaceutical and biotechnology clients, we established our discovery services business in
1997. This business focuses on early stage research to help our customers address the bottleneck at the beginning of the development process. This business primarily involves functional genomics, which is the study of gene functions to identify drug
targets within the body, medicinal chemistry research and preclinical biology services, as well as preclinical evaluations of anticancer therapies.



In addition, we have developed an innovative risk-sharing research and development model to help pharmaceutical and biotechnology clients
develop compounds. Through arrangements based on this model, we help our clients research and evaluate the development potential for early stage compounds, while their investment is significantly less than the amount at risk later.



We believe that our integrated drug discovery and development
services offer our clients a way to identify and develop successful drugs more quickly and cost effectively. We also use our proprietary informatics technology to support our drug discovery and development services. In addition, because we are
positioned globally, we are able to accommodate the multinational drug discovery and development needs of our customers. As a result of having these core areas of expertise in discovery and development, we can provide integrated services across the
entire drug development spectrum, from target discovery to market and beyond.



Industry Overview



Discovering and developing new drugs is an extremely expensive and time-consuming process. The Tufts Center for the Study of Drug Development estimates that the cost to develop a new prescription drug increased from



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$231 million in 1987 to $802 million in 2001 and that it takes between 10 and 15 years to develop a new
prescription drug and obtain approval to market it in the United States.



The drug development services industry provides independent product development services to the pharmaceutical and biotechnology industries. This industry has evolved from providing limited clinical
trial services in the 1970s to a full-service industry today that encompasses broader relationships with customers, covering the entire drug development process, including preclinical evaluations, study design, clinical trial management, data
collection, biostatistical analysis and product registration support.



Over the past 20 years, technological advances have dramatically changed the drug discovery process. New and improved technologies have evolved such as combinatorial chemistry, ultra high-throughput screening, new in
vitroand in vivo preclinical profiling techniques, and the revolution in genetic-based drug research commonly referred to as genomics. The objective of these innovations is to find more drug targets and to screen against targets much
more quickly with literally millions of chemical compounds. This process should produce many more molecules having the ability to affect biological activity. These molecules then need to be tested quickly and economically.



The Drug Discovery and Development Process



Drug discovery and development is the process of creating
drugs for the treatment of human disease. The drug discovery process aims to generate safe and effective drug candidates, while the drug development process involves the testing of these drug candidates for safety and efficacy in animals and humans.



The Drug Discovery Process



Targets. Historically,
scientists have used classical cellular and molecular biology techniques to map biological pathways in cells to provide a cellular basis for understanding disease processes. Based on this information, scientists are now using a new set of
technologies called genomics to pinpoint genes responsible for cellular disease functions. Once genes are identified, they are tested in cellular assays or animals to identify which genes seem to have a causal link between cellular function and
occurrence of disease. The preferred genes encode proteins that are used as drug targets in chemical screens.



Screening.After identifying a potential drug target, researchers develop tests, or assays, in which chemicals are screened
for their ability to alter the functional activity of the target. Thousands of chemicals can be quickly screened when these assays are incorporated into high-throughput screening processes. Assays can produce chemicals that interact with a drug
target known as hits. Hits that have good potency and selectivity are called leads and are then tested for their potential as drug candidates.



Lead Generation.Scientists now design compound libraries to provide a starting point to
identify leads in the drug discovery process and to better understand the biochemistry and therapeutic relevance of targets. High quality libraries contain compounds of known purity, structure and weight, and also have diverse structural variations.
Once a hit is identified in a functional assay, the compound is profiled for drug characteristics such as solubility, metabolism, stability and feasibility for commercial production.



Lead Optimization. The process of lead optimization involves refining the chemical
structure of a lead to improve its drug characteristics, with the goal of producing a preclinical drug candidate. Lead optimization typically combines empirical and rational drug design. In empirical design procedures, large numbers of related
compounds are screened for selected chemical characteristics. In rational drug design, chemicals are optimized based on the three-dimensional structure of the target. A lead that has been optimized to meet particular drug candidate criteria and is
ready for toxicity testing is called a preclinical candidate.



Process Research and Development. Compounds created for screening in lead generation and lead optimization are made in relatively small, milligram quantities. Before a drug candidate can be taken into preclinical and clinical
trials, larger quantities must be produced. The goal of process research is to improve the ease with which compounds can be produced in these larger quantities, typically by minimizing the number of production



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steps, and to determine how to reduce the time and cost of production. Process development refers to the
production scale-up and further refinement required for clinical trials and commercial manufacturing.



The Drug Development Process



The drug development process consists of two stages: preclinical and clinical. In the preclinical stage the new drug is testedin
vitro, or in a test tube, and in vivo, or in animals, generally over a one- to three-year period. The following discussion describes the role of the Food and Drug Administration, or FDA, in the drug development process in the United
States. Similar regulatory processes exist in other countries.



Prior to commencing human clinical trials in the United States, a company must file with the FDA an Investigational New Drug, or IND, application containing details for at least one study protocol and outlines of other planned
studies. The company must provide available manufacturing data, preclinical data, information about any use of the drug in humans for other purposes and a detailed plan for the proposed clinical trials. The design of these trials, also referred to
as the study protocols, is essential to the success of the drug development effort. The protocols must correctly anticipate the nature of the data to be generated and results that the FDA will require before approving the drug. If the FDA does not
comment within 30 days after an IND filing, human clinical trials may begin.



The clinical stage is the most time-consuming and expensive part of the drug development process. The drug undergoes a series of tests in humans, including healthy volunteers as well as patients with
the targeted disease or condition.



Human trials
usually start on a small scale to assess safety and then expand to larger trials to test efficacy. These trials are usually grouped into the following three phases, with multiple trials generally conducted within each phase:



| |  |  | Phase 1 trials involve testing the drug on a limited number of healthy individuals, typically 20 to 80 persons, to determine the drugs basic safety data,
including tolerance, absorption, metabolism and excretion. This phase lasts an average of six months to one year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase 2 trials involve testing a small number of volunteer patients, typically 100 to 200 persons, who suffer from the targeted disease or condition, to determine
the drugs effectiveness and how different doses work. This phase lasts an average of one to two years.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Phase 3 trials involve testing large numbers of patients, typically several hundred to several thousand persons, to verify efficacy on a large scale, as well as
long-term safety. These trials involve numerous sites and generally last two to three years.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



After the successful completion of all three clinical phases, a company submits to the FDA a New Drug Application, or NDA, or a Product
License Application, or PLA, requesting that the drug be approved for marketing. The NDA or PLA is a comprehensive, multi-volume filing that includes, among other things, the results of all preclinical and clinical studies. The FDAs review can
last from a few months to several years, depending on the drug and the disease state that is being treated. Drugs that successfully complete this review may be marketed in the United States. As a condition to its approval of a drug, the FDA might
require additional clinical trials following receipt of approval, in order to monitor long-term risks and benefits, to study different dosage levels or to evaluate different safety and efficacy parameters in target populations. In recent years, the
FDA has increased its reliance on these trials, known as Phase 3b and Phase 4 trials, which allow new drugs that show early promise to reach patients without the delay typically associated with the conventional review process.



Trends Affecting the Drug Discovery and Development Industry



The drug discovery and development
services industry has been and will continue to be affected by the following trends:



Rapid Technological Change and Increased Data.Scientific and technological advancements are rapidly changing the drug discovery and development processes. The technology to understand gene
function, known as



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functional genomics, is dramatically increasing the number of identified potential drug targets within the
human body. All of the human therapeutic drugs on the market today are directed at approximately 500 targets. The genomics revolution is projected to expand the number of identified potential targets to between 5,000 and 10,000. This proliferation
of targets increases the need for companies to use state-of-the-art technologies to validate targets effectively. Rapid methods are needed to analyze large numbers of compounds to identify and optimize promising lead drug candidates. This technology
and the human expertise necessary to manage and keep up with it are costly. Companies can reduce their fixed costs by outsourcing this technology.



Increase in Potential New Drug Candidates.The increase in potential new drug candidates resulting from the genomics revolution has
caused a bottleneck in the drug development industry. While the number of drug candidates is rapidly increasing, the time to develop a new drug candidate has increased in the last 30 years. Pharmaceutical and biotechnology companies do not have the
internal resources to pursue development of all of these new drug candidates on their own. Consequently, these companies are looking to the drug development services industry for cost-effective and rapid means of developing new drugs.



Biotechnology Industry Growth. The United States
biotechnology industry has grown rapidly over the last 10 years. This industry is generating significant numbers of new drug candidates that will require development and regulatory approval. Many of these new drug candidates are now moving into
clinical development, but many biotechnology companies do not have the necessary staff, operating procedures, experience or expertise to conduct clinical trials on their own. Because of the time and fixed cost involved, these companies often do not
have the inclination to develop their own staff in this area.



Need for Large Scale Global Support. More pharmaceutical and biotechnology companies currently are filing drug registration packages in several major jurisdictions simultaneously, rather than following the past practice of
filing sequentially. The studies to support these registration packages frequently include a combination of multinational and domestic trials. This trend puts an emphasis on global experience and coordination throughout the development process,
including the collection, analysis, integration and reporting of clinical trial data.



Cost Pressures of Introducing New Drugs. Market forces and governmental initiatives place significant pressure on pharmaceutical and biotechnology companies to reduce drug prices. Pressures on
profit margins have arisen primarily from increases in the cost of the drug discovery and development process. In addition, increased competition as a result of patent expiration, market acceptance of generic drugs, and governmental and private
managed care organization efforts to reduce healthcare costs have added to the pressures of introducing a new drug. The industry is responding by consolidating, downsizing operations, decentralizing the internal discovery and development process,
and minimizing fixed costs. In addition, increased pressures to differentiate products and justify drug pricing are resulting in growth in healthcare economics services with respect to drugs under development and those already on the market.
Consequently, pharmaceutical and biotechnology companies are attempting to increase the speed of new drug discovery and development. By identifying possible lead compounds and eliminating others from the discovery process as early as possible,
companies can focus their research and development efforts more efficiently. Turning drug discovery and development processes over to third parties also minimizes these companies fixed costs.



The PPD Solution



We address the needs of the pharmaceutical and biotechnology
industries for drug discovery and development by providing integrated services to help our clients maximize the return on their research and development investments. We believe that our application of innovative technologies, therapeutic expertise
and commitment to quality throughout our integrated drug discovery and development services offers our clients a way to identify and develop successful drugs more quickly and cost effectively. We have developed significant drug development expertise
from over 17 years of operation. During the past five years, we have expanded our services to include drug discovery services to help our clients identify potential new drug candidates, reduce drug discovery time and minimize unproductive compound
development. We also use our proprietary informatics technology to support our drug discovery and development services. Finally, because we are positioned globally, we are able to accommodate the multinational drug discovery and development needs of
our customers.



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Our Strategy



Our corporate mission is to help clients maximize the return on their research and development investments.
The key parts of our strategy to accomplish this mission include the following:



| |  |  | Continue to build upon our core competencies.We are an established company led by professionals with significant discovery and development experience
in major pharmaceutical companies bringing successful drugs to market throughout the world. This experience and expertise constitute our core operational strengths. Our effective performance in drug development services has made us, we believe, one
of the largest providers of those services in the world. We are continually leveraging this expertise as we expand our drug discovery services, informatics and collaborations to develop new drugs, such as our risk-sharing arrangements for
development of early stage compounds.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continue to provide a broad range of integrated drug discovery and development services and products. We offer a broad range of integrated services
and products that are designed to address our clients needs throughout the entire drug discovery, development and post-market spectrum. We believe that our range of drug development services is one of the most extensive available from a single
company. By combining our drug discovery technology with our comprehensive development services, we believe we can more effectively serve our existing clients and attract new ones.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Further develop intellectual property rights. We believe that one of the keys to our long-term performance is the development of our intellectual
property rights in a variety of areas, including genomics, chemistry and software. We expect to invest more in developing our functional genomics technology, the GSX system, including the development of target validation methods and databases containing functional information on genes. In the future we might,
internally or through a partner, develop screening assays. We also plan to synthesize additional chemical libraries, both for sale and directed at specific targets. We may continue to develop associated software, such as our SAR System for chemical library design and First Pass for preclinical development program planning.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continue to incorporate advanced technologies into our service offerings. We believe that optimizing the use of advanced technologies can accelerate
the drug discovery and development processes and yield valuable marketing information. We have broad experience in the use of technology in drug discovery and development services, and offer a wide range of technology-based services and products. We
use a mixture of commercially available third-party systems and internally developed software to offer our clients advanced technology for expediting the drug discovery and development processes. As new technologies develop, we equip and train our
employees to make use of technological innovations. We also plan to continue to leverage and build strategic technology relationships.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continue to pursue collaborative drug candidate licensing relationships. We plan to continue to selectively seek opportunities for risk sharing
arrangements on early stage compound discovery and development. These in-licensing arrangements could provide us with opportunities, after further development, to license compounds back to the originating company or to others in exchange for
up-front, milestone and royalty payments. We also periodically evaluate in-licensing opportunities from companies and from academic institutions seeking outlets for the continued development of their discoveries. In addition, we intend to
selectively pursue out-licensing arrangements where we would own discoveries made by us while providing drug discovery services to a customer, which we would be able to license or sell for commercial development.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continue strategic global expansion to meet client needs. We currently have operations in the Americas, Europe, Africa, the Middle East, Asia, and the
Pacific Rim, which we believe position us to meet our clients multinational needs. We intend to further expand globally, as we deem appropriate to meet our existing and prospective clients demands.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Continue to pursue strategic acquisitions and investments. We will continue to actively seek strategic acquisitions and investments, both within and
complementary to our current services and products. Our criteria for acquisitions and investments include complementary client lists, ability to increase market share within and across clients, complementary therapeutic area and service segment
strengths, strategic geographic capabilities, particular process expertise, and complementary services, products or technologies.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Services



We have been providing our core drug development services for more than 17 years. Over the past few years, we have expanded our service
portfolio to include discovery and post-market support services. We provide services designed to increase efficiency, reduce timelines and save costs through our global infrastructure, integrated research and development technologies and experience,
and customer-focused communications. We operate in two segments: Discovery Sciences and Development. See Consolidated Statements of Operations for segment information regarding revenues and see Note 16 of Notes to Consolidated Financial Statements
for segment information regarding total assets and a measure of profit or loss.



Our Discovery Sciences Group



Our Discovery Sciences Group focuses on the discovery research segment of the pharmaceutical research and development outsourcing market. We have acquired or developed proprietary genetic and chemical
technologies to improve the productivity of biopharmaceutical research and development. These technologies cover a number of discovery techniques, including:



| |  |  | our patented GSX system, a functional genomics platform technology to find and confirm drug targets;
| | - |  | ----------------------------------------------------------------------------------------------------

| |  |  | chemistry to generate and optimize small molecules as potential compounds for development;
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | preclinical biology for optimization and profiling of potential compounds; and
| | - |  | ------------------------------------------------------------------------------

| |  |  | rodent models for profiling compounds for use in oncology.
| | - |  | ----------------------------------------------------------



Functional Genomics. Genomics is revolutionizing the process of drug discovery through the sequencing of the human genome and the
identification of genes associated with disease. It is estimated that there are approximately 35,000-40,000 genes in the human genome. Genes are comprised of chemical structures called nucleotides. It is the order of these nucleotides that make up a
gene sequence. Through a complex sequence of events, genes specify, or encode, proteins that have specific functions in cells. Neither a gene sequence nor gene disease association data alone provide sufficient information to identify cellular
proteins that make effective drug targets. Our proprietary functional genomics technology provides the means to link gene sequences with cellular mechanisms known or believed to be involved in disease to develop effective screens for drug discovery.



The basis for and the advantage of our
proprietary GSX system are that it identifies essential genes in a disease pathway based on function. A change in biological function observed by our scientists enables them to identify a gene that has a causal link to a particular disease. In the
GSX system, we start with a set of genes that we want to test as potential drug targets. These genes are then broken up to generate a collection of small, random strings of nucleotides, referred to as gene fragments. These gene fragments are then
put into test cells where the fragments will be converted into protein, or expressed. Our scientists observe the test cells to detect any change in a particular function. We expect that some of the gene fragments will alter the activity
of a component of the test cells causing a desired change in a cellular property, or phenotype. Thus, it is essential to have cells that display a desired biological property that is known or believed to be part of a disease pathway. For
example, a malignant cell is useful for identifying a gene fragment that alters the growth pattern of the cell and therefore potentially has anti-tumor activity.



Our scientists look for cells in which a particular function, such as malignant growth, has been inhibited by
the gene fragment introduced into the cell. The functional inhibition results from expression of gene fragments in the cells that can effectively inhibit the function of the whole, or full-length, gene corresponding to the fragment. In general
terms, the gene fragments are said to be acting on targets that are essential to the cellular function that is inhibited. Each inhibitory gene fragment is called a genetic suppressor element, or GSE. After our scientists identify



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cells with altered phenotypes, they isolate the cells that display the desired phenotype and recover the
inserted GSE from these cells. Our scientists then determine the nucleotide sequence of each GSE. Upon searching large databases containing gene sequences of the human genome using a GSE sequence, we can frequently find the gene from which that GSE
came.



Because of their inhibitory nature, GSEs
can themselves be used as therapeutic compounds, or they can be used as drug discovery tools. Typically, GSEs are used to identify and validate drug discovery targets based on the premise that if a GSE causes a desired effect on a target, then a
drug acting on the same target as the GSE should produce the same outcome. Once we identify a target using our GSX system, a scientist can easily test the ability of a chemical compound to inhibit the activity of the target using any one of a
variety of conventional biological assays, preferably in a high-throughput screening format to expedite the process.



Our GSX system can be applied to finding treatment for such diseases as cancer, heart disease, viral infections and others. In principle,
the technology permits identification of all necessary components of any disease pathway as long as the component is involved in an observable phenotype. We offer our GSX system as part of our services to collaborators throughout the drug discovery
process.



Target Validation. Our
scientists utilize state-of-the-art systems to determine the relevance of newly identified target genes to a particular disease state. These systems include blocking target expression of a target gene using GSEs or inhibitory RNA molecules to
interfere with the activity of that target gene and determine the effect on disease progression. Our biologists perform tumor model experiments that link target activity with tumor development. As an adjunct to our core validation techniques, we
offer systems to determine gene expression patterns to better understand the biological activity of a target in a disease state.



Chemistry. Our chemistry group assists our customers from lead generation through lead optimization. These services include
providing chemicals with selected structures for screening, computational chemistry and synthesis expertise to help determine which hits and leads have drug-like characteristics that make them worthy of additional study or optimization. We provide a
broad range of chemistry services, including:



| |  |  | custom-designed libraries;
| | - |  | --------------------------

| |  |  | lead generation; and
| | - |  | --------------------

| |  |  | lead optimization.
| | - |  | ------------------



Custom-designed libraries.We design and produce custom libraries of compounds for our clients. These libraries are generally
focused toward specific target families or our customer specifications. We also produce custom-designed libraries for internal research and development programs.



Lead Generation.The availability of high quality compound libraries with structures relevant for
screening specifically against important targets and that are designed for rapid lead optimization is a rate-limiting step in the drug discovery process. We have developed synthesis protocols to produce small molecule libraries so that any leads
generated require less optimization and have a greater likelihood of success of becoming drug candidates. Our chemists can create chemical structures according to customer specifications or directed toward specific targets. We can also provide
library synthesis for a customers in-house or previously purchased compound libraries. The chemical synthesis strategy we employ typically yields between one to 10,000 different chemicals. We use all available components to input a range of
diversity for production of customer-unique libraries. We invest significant effort in the process and synthesis of each library to ensure that the compounds generated are of known purity, structure, diversity and amount. We analyze the library
during each stage of its development to ensure the identity of each compound and to maintain quality.



We have developed proprietary software that uses various parameters to define diversity in a library. Our SAR Systemsoftware analyzes how changes in chemical structure correlate with
physical and chemical parameters of compounds in a virtual library. The SAR System software can be used prior to library synthesis to construct a virtual library based on customer specifications. We can then minimize the components of the virtual
library to identify compounds that potentially interact with a particular target to be screened as leads.



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Lead Optimization.Our medicinal chemists can optimize structures to improve the
profile of a compound or lead series generated from multiple starting points, including leads provided by our customers, leads generated internally from our custom libraries, and leads from internally generated libraries designed and synthesized to
customer specifications. Regardless of the leads source, we emphasize simultaneous improvement of multiple parameters of lead compounds. Our experts are able to evaluate and re-engineer compounds to improve compound solubility, absorption,
half-life, inherent toxicity, delivery or pro-drug generation.



Our chemistry group also offers chemistry services, including:



| |  |  | synthesis of stable compounds;
| | - |  | ------------------------------

| |  |  | large scale chemical synthesis;
| | - |  | -------------------------------

| |  |  | synthetic feasibility analysis to assess ease of scale-up;
| | - |  | ----------------------------------------------------------

| |  |  | purification of active drug substance;
| | - |  | --------------------------------------

| |  |  | re-certification of new or expired analytical standards;
| | - |  | --------------------------------------------------------

| |  |  | SAR analysis of compound portfolios;
| | - |  | ------------------------------------

| |  |  | review of Type 2 Drug Master Files, IND/NDA Chemistry, Manufacturing and Controls sections, and patents; and
| | - |  | ------------------------------------------------------------------------------------------------------------

| |  |  | drug metabolite, impurity and degradant characterization and identification.
| | - |  | ----------------------------------------------------------------------------



Preclinical Biology. Our preclinical biology group integrates pharmacology, metabolism,
pharmacokinetic and toxicology expertise to provide preclinical program design and project management services. These services assist in the identification and prioritization of portfolio compounds that have the best chance of success in clinical
development. We provide a broad range of preclinical services and products including:



| |  |  | lead profiling and portfolio prioritization;
| | - |  | --------------------------------------------

| |  |  | preclinical program design and management software;
| | - |  | ---------------------------------------------------

| |  |  | specialized oncology preclinical cancer research models;
| | - |  | --------------------------------------------------------

| |  |  | toxicology consulting and laboratory support;
| | - |  | ---------------------------------------------

| |  |  | technical writing and regulatory submissions; and
| | - |  | -------------------------------------------------

| |  |  | laboratory support, including toxicity, biological mechanism, absorption, pharmacokinetics, bioanalytical studies and drug metabolism assays.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



Lead Profiling and
Prioritization Resources.Our lead profiling and prioritization services facilitate the early screening process and enable our customers to choose compounds that have the best chance of success in the preclinical and clinical arenas. We can also
perform computational analysis to predict absorption, toxicity or metabolite characteristics of a lead compound. We can employ a variety of assays to profile lead compounds including assays that use Pharmazymeisozymes,
our patented recombinant human cytochrome P450 enzymes. Cytochrome P450s are enzymes primarily responsible for metabolizing many drug substances. We can identify metabolizing enzymes and identify metabolites. Using these in vivo assays, we
can also determine pre-formulation, solubility and stability characteristics. We also employ a process known as cassette dosing, which allows us to simultaneously evaluate a number of compounds in screening pharmacokinetic studies.



Preclinical Program Design and Proprietary Preclinical
Project Management Software. Once a potential drug candidate is identified, we offer services and products that enable our customers to decide whether to advance the drug candidate into a preclinical program both faster and with a greater
probability of success. We offer our customers access to our proprietary Web-based interactive tool called First Pass, a software program that helps the user prepare an efficient preclinical development plan
based on a variety of parameters. The program estimates costs, amount of material required and study timelines. The program also helps identify studies critical for development. Our experts can then provide full preclinical development services and
can integrate other development services internally.



Specialized Oncology Preclinical Cancer Research Models. We offer preclinical consulting as well as a full range of preclinical efficacy, pharmacokinetic, pharmacodynamic and mechanism models for anticancer



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therapeutic candidates. Our experienced oncology staff design and perform the studies needed to identify,
profile and optimize lead compounds.



Toxicology Consulting and Laboratory Support. Supported by our board-certified toxicologists, we develop and implement preclinical toxicology programs. To support the clinical development program, we write the toxicology study
protocols, identify qualified good laboratory practice, or GLP, testing facilities, manage the placement and conduct of studies and prepare and review pharmacology, toxicology, absorption and metabolism data for regulatory submissions. Our
biologists offer a range of growth inhibition assays and cytotoxicity assays in mouse and human cell lines to test toxicity characteristics of candidate compounds.



Technical Writing and Regulatory Submissions. Our technical writers can prepare pharmacology and
toxicology summaries for regulatory submissions and work with regulatory authorities to develop preclinical plans. We offer a full range of regulatory support services, including document submission, preparation and review of all preclinical
regulatory submissions required by regulatory agencies, and facilitation of meetings with regulatory agencies to ensure successful outcomes.



Laboratory Support. Our preclinical biology group supports extensive laboratory services. The FDAs 1997 Drug Metabolism Drug
Interaction Guidance suggests that in vitro metabolism studies be used to screen for potential drug-drug interactions in the clinic. Data from in vitro studies demonstrating the lack of interaction can be used to rationalize and
streamline the clinical drug-drug interaction program. Our scientists perform assays to identify the metabolizing human cytochrome P450 enzymes and resulting metabolites of a new chemical entity, predict its metabolic profile and assess its
drug-drug interaction potential. Our metabolism group performs a variety of drug metabolism services including inhibition assays, induction studies, metabolic stability studies to assess potential for first possible effect, metabolite
identification, metabolite profiling, drug-drug interaction studies, serum stability assays, protein binding studies and absorption assays.



Our pharmacokinetics experts help customers evaluate the toxicity of their drug candidates using both GLP and non-GLP
pharmacokinetic and bioanalytical analyses. Specialized toxicologists develop screening protocols based on the nature of drug candidates and therapeutic targets. Our expertise includes preformulation and compound preparation, single- and
cassette-compound dosing, drug administration via different routes, sample collection based on defined protocols, method development to demonstrate a viable extraction procedure, solution preparation with reference standards, quality control, sample
preparation with a variety of techniques, and data analysis. Our pharmacokinetisists are experienced in generating large-scale GLP-compliant analyses and reports that can be integrated into the final toxicology study report.



Drug Development Collaborations. Some biotechnology and
pharmaceutical companies have not progressed to the development of previously discovered therapeutic compounds for several reasons, including the fact that these compounds may have efficacy outside of the core therapeutic expertise of the company,
the potential market for a particular compound may fall below the companys minimum threshold, or the company may not have the financial resources to further develop the compound. We believe there are attractive opportunities to selectively
in-license these compounds, jointly develop them with a third party and license them out again in collaborative arrangements that combine our global development resources with these compounds. We offer contract clinical research services as part of
joint development agreements with owners of chemical compounds in need of development.



For example, in January 2001 we granted ALZA Corporation, which was subsequently acquired by Johnson & Johnson, an exclusive license to our compound dapoxetine for genitourinary indications,
including premature ejaculation. We received these rights in 1998 as part of a development collaboration with Eli Lilly and Company. Under the terms of the agreement, ALZA received worldwide rights to develop and commercialize dapoxetine and is
responsible for clinical, regulatory, manufacturing, sales and marketing costs resulting from the license. In exchange, we received an up-front payment and will receive royalties on net sales and milestone payments based on product approval and
meeting certain sales levels.



In addition, in
2002, we acquired worldwide rights from Bayer AG to undertake additional Phase 1 and 2 clinical studies on implitapide in the areas of arteriosclerosis, elevated triglycerides, pancreatitis and hyperlipidemia.



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In connection with our studies, we will have access to Bayer AGs existing information from
preclinical studies and previously conducted Phase 1 and 2 clinical trials, as well as regulatory filings to conduct clinical trials in the United States, Europe and South Africa.



We expect to continue to use our development expertise in risk-sharing arrangements. We generally structure
these risk-sharing arrangements to provide us with up-front fees, milestone payments and royalties as a compound is developed.



Our Development Group



We have designed our various global services to be flexible and integrated in order to assist our clients in optimizing their research and
development spending through the clinical stages of the drug development process. We provide a broad range of development services, either individually or as an integrated package, to meet clients needs. We provide systems integration services
and software development services, and create data links between discovery and development.



Phase 1 Clinical Testing. We are one of the industrys largest Phase 1 trial providers, with clinical testing services conducted in a 220-bed unit in Austin, Texas, and a 50-bed unit in
Leicester, England. Our professional nursing and physician staff administers general Phase 1 safety tests, special population studies, and bioavailability and bioequivalence testing. Bioavailability and bioequivalence testing involves administration
of test compounds and obtaining biological fluids sequentially over time to measure absorption, distribution, metabolism and excretion of the drug. Special population studies might involve the elderly, women or patients with specific diagnoses, such
as renal failure or asymptomatic HIV. Our Austin, Texas site also has a dental research clinic to evaluate the safety and effectiveness of new analgesic compounds in molar extraction models.



Our in-house clinical laboratory supports the Phase 1
operations in Austin. This laboratory performs clinical chemistry assays on volunteer specimens to ensure that each subject qualifies for the study and is not adversely affected by a drug. Having our laboratory in the same facility as the volunteers
speeds our response time to unexpected outcomes. This laboratory also provides services to function as a central laboratory for small Phases 2 through 4 studies. We manage our Phase 1 services to maximize scheduling flexibility and efficiency. These
services also can be integrated with our other services, such as bioanalytical, data management, pharmacokinetic and biostatistical services.



Laboratory Services. We provide bioanalytical services through good laboratory practice, or GLP, compliant laboratories in
Richmond, Virginia and Middleton, Wisconsin. Our bioanalytical laboratories analyze biological fluid samples from animal and human clinical studies. The latter includes those conducted by our Phase 1 units as well as those conducted on behalf of our
clients from Phase 1 through Phase 4 for drug and metabolite content and concentration. We currently have over 1,500 validated assays available for our clients use in conducting laboratory analyses, qualifying us for a wide range of
assignments. Our laboratories also process fluid samples for preclinical studies.



We provide product analysis laboratory services through our good manufacturing practice, or cGMP, compliant laboratory in Middleton, Wisconsin. Our product analysis services include dissolution and
stability studies, which are necessary to characterize dosage form release patterns and stability under various environmental conditions in the intended package for marketing. These studies must be carried out from preclinical testing through Phase
4 and maintained over the commercial life of products. New formulations as well as generics and prescription products going to over-the counter status, such that they no longer require physician prescription for consumer use, all require the same
set of studies as the original dosage form.



Our
bioanalytical methods include gas chromatography/mass spectrometry (GC/MS), liquid chromatography/mass spectrometry (LC/MS), high performance liquid chromatography (HPLC), gas chromatography (GC), radioimmunoassay (RIA) and enzyme linked
immunosorbent assay (ELISA). Support services include facilities for handling HIV-positive samples, data management for pharmacokinetic studies from multi-center trials and sample/data archiving.



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We provide
global specialty central laboratory services for large clinical trials through our laboratories in Highland Heights, Kentucky and Brussels, Belgium. Our specialty central laboratories provide highly standardized efficacy and safety testing services
for pharmaceutical companies engaged in clinical drug development as well as U.S. government (National Institute of Health) funded clinical trials. We are one of the largest specialty central laboratory providers for Phase 1 through 4 global studies
involving agents used in cholesterol, endocrine, metabolic and cardiovascular clinical research.



We are one of a few full service companies able to offer our clients the advantages of bioanalytical, product analysis and specialty central laboratory services, as well as Phase 1 clinical testing.



Phases 2 through 4 Clinical Trial Management.The core of our development business is a comprehensive package of services for the conduct of Phases 2 through 4 clinical trials, which in concert with our other services allow us to offer our clients an integrated package of clinical
management services. We have significant clinical trials experience in the areas of:



|General Areas of Expertise  |  | Specific Areas of Expertise                                                                                                                                                       
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AIDS                        |  | Primary disease and treatment/prophylaxis of opportunistic infections                                                                                                             
|Analgesia                   |  | Acute and chronic pain modeling                                                                                                                                                   
|Cardiovascular disease      |  | Hypertension, angina pectoris, stroke, peripheral arterial disease                                                                                                                
|Central nervous disease     |  | Schizophrenia, depression, epilepsy, chronic pain, anxiety, obsessive-compulsive disorders, panic disorders,
insomnia, multiple sclerosis                                         
|Critical care               |  | Sepsis, ARDS (acute respiratory distress syndrome)                                                                                                                                
|Dermatology                 |  | Wound healing, acne, hair loss, psoriasis                                                                                                                                         
|Gastronenterology           |  | Duodenal ulcer, gastric ulcer, gastro-esophogeal reflux disease, H.pylori, nonsteroidal anti-inflammatory
drug-induced ulcers, inflammatory bowel disease, irritable bowel disease
|Genitourinary               |  | Incontinence, sexual dysfunction                                                                                                                                                  
|Infectious disease          |  | Acute and chronic bacterial and fungal diseases, including pneumonia, influenza, sinusitis, childhood and adult
vaccines                                                          
|Metabolic/Endocrine disease |  | Diabetes, growth hormone                                                                                                                                                          
|Oncology                    |  | Prostate, colorectal, breast, lung and other cancers                                                                                                                              
|Pulmonary/Allergy           |  | Asthma, allergic rhinitis, community acquired pneumonia                                                                                                                           
|Rheumatology                |  | Rheumatoid arthritis, osteoarthritis                                                                                                                                              
|Urology                     |  | Sexual dysfunction, urinary incontinence                                                                                                                                          
|Virology                    |  | Herpes simplex, hepatitis B, chronic hepatitis C, herpes genitalia, respiratory syncytial virus                                                                                   
|Womens health              |  | Osteoporosis, hormone replacement therapy                                                                                                                                         



We serve
our clients needs by conducting clinical trials through a project team. A project manager supervises all aspects of the conduct of the clinical trial, while our clinical research associates are in the field monitoring the trial at the various
investigational sites where it is being conducted. Within this project-oriented structure, we can manage every aspect of the clinical trial in Phases 2 through 4 of the drug development process. The services that we offer to initiate clinical trials
include protocol development, case report form design, feasibility studies, investigator selection, recruitment and training, site initiation and monitoring, accelerated patient enrollment, development of training materials for investigators and
training of clients staff.



We monitor our
clinical trials in compliance with government regulations and guidelines. We have adopted global standard operating procedures intended to satisfy regulatory requirements in the United States and in many foreign countries and serve as a tool for
controlling and enhancing the quality of our clinical trials. All of our standard operating procedures are in compliance with good clinical practice, or GCP, requirements and the International Conference on Harmonization, or ICH, standards. The FDA
has adopted these standards in their guidance documents and more recently the members of the European community and Japan have codified these standards into their Clinical Research Regulations. We compile, analyze, interpret and submit data
generated during clinical trials in report form to the FDA or other relevant regulatory agencies for purposes of obtaining regulatory



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approval. We provide consulting on conducting clinical trials for simultaneous regulatory submissions to
multiple countries.



We provide our clients with
one or more of the following Phases 2 through 4 clinical trial management services using parallel processing to accelerate the development process:



Study Design. We serve our clients in the critical area of study design by applying our experience in the preparation of study
protocols and case report forms.



Investigator
Recruitment. During clinical trials, physicians, who are also referred to as investigators, at hospitals, clinics or other locations, supervise administration of the drug to patients. We recruit investigators who contract either with us or with
our clients to participate in clinical trials. We are continually looking for new investigator sites, particularly those that complement our primary therapeutic areas.



Study Monitoring. We provide study-monitoring services, which include investigative site initiation,
patient enrollment assistance and data collection through subsequent site visits. We have monitored many clinical trials, including a number of very large studies. For example, we are engaged in a project with the National Institute of Health, begun
in 1990, which has approximately 50 protocols open at any given time. Through December 31, 2002, this project had involved approximately 1,000 investigational sites and approximately 110,000 enrolled patients, had generated 400 protocols and more
than 4,200 pharmacy, regulatory and operational audits at the sites.



Clinical Data Management and Biostatistical Analysis. We provide clients with assistance in areas such as study design, sample size determination, case report form design and production, database design and
construction, fax-based monitoring, and electronic data capture. We also provide statistical analysis and summaries, including: interim and final analyses, data safety and monitoring board summaries and presentations, new drug application
preparation and electronic production and presentations and defense to regulatory authorities.



Medical Writing and Regulatory Services. We provide planning services for product development, including preclinical review, chemistry, manufacturing and controls, or CMC; consulting, and
clinical protocol development. These activities are complemented by report writing, program management and regulatory services designed to reduce overall development time.



Post-Development Support. We provide custom-designed pharmaceutical and medical information programs
in support of marketed pharmaceutical products. Other services include clinical consultations with pharmacists, nurses, veterinarians and other customer assistance specialists.



Healthcare Economics, Outcomes and Marketing Research. We offer a number of services in healthcare
economics, outcomes and market research to pharmaceutical and biotechnology companies, as well as managed care payors and providers. These services include prospective health economic and outcomes studies incorporated into Phases 2 through 4
clinical trials; retrospective studies including database evaluations and medical chart reviews to analyze use patterns; mathematical modeling of health economics and outcomes information to real world settings; epidemiological study design and
implementation; and development and implementation of publication strategies for health outcomes and marketing research results.



eClinical initiative.Our eClinical initiatives offer efficiencies, enhanced quality and improved communications with our clients.
Launched in 2001, PPD DirectConnectWeb portals have grown to support over 750 users across 26 pharmaceutical
and biotechnology companies. Also in 2001, we re-engineered our data management processes to Oracle Clinical data management system. We are further expanding our capabilities by introducing a Web-based document imaging system in 2003. We are also
moving to a Web-based safety system offering expanded functionality and integration with our clinical data management information.



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Informatics. Our informatics division delivers specialized software products and technical consulting services to support many aspects of the pharmaceutical research and development process, including drug discovery, clinical
trials, regulatory review and pharmacovigilance. Our informatics clients include international and domestic pharmaceutical and biotechnology companies and government agencies, including the FDA. Our current informatics software products include:



| |  |  | PPD Patient Profiles, which streamlines patient data review and provides graphical displays of complex research data;
| | - |  | ---------------------------------------------------------------------------------------------------------------------

| |  |  | TableTrans® , which
automates data transformation and integration;
| | - |  | ------------------------------------------------------------------

| |  |  | Resolve , which manages
data queries to investigator sites;
| | - |  | ------------------------------------------------------------

| |  |  | Classify , which manages
global coding capabilities;
| | - |  | -----------------------------------------------------

| |  |  | eLoader, which streamlines and automates loading of external data into Oracle Clinical ; and
| | - |  | ---------------------------------------------------------------------------------------------

| |  |  | CAVS (Computer Aided Validation System), which streamlines the test development and execution process.
| | - |  | ------------------------------------------------------------------------------------------------------



A primary focus of our informatics division is to provide
consulting services to help pharmaceutical and biotechnology companies assess and resolve clinical data management and safety system challenges, such as integrating and customizing systems, migrating clinical and safety data, providing computer
systems validation services that include compliance evaluation, and updating or replacing legacy systems to meet regulatory guidance.



The informatics group was expanded to extend its services in the training, validation and software development areas with the acquisition
in June 2002 of Complete Software Solutions, Inc., or CSS. CSS, now a division of our informatics group, is a leading supplier of services to the companies that use the Oracle Pharmaceutical Applications Suite. CSS also provides companies with
validation and regulatory consulting expertise across a broad range of data management and safety systems. CSS has its main office in San Francisco, California and serves clients in North America, Europe and Japan.



Clients and Marketing



We provide a broad range of research and development and
consulting services in the Development and Discovery Sciences Groups to help pharmaceutical and biotechnology companies from target discovery through development to post-market approval.



Our Development Group provides Phase 1 to Phase 4 clinical development and post-market support services. We
believe that the key differentiators that help us win development business include our global infrastructure, quality performance and execution based on ongoing training and quality assurance and control practices, dedicated project teams, and
cross-functional therapeutic units with dedicated expertise. Our key assets in this regard include Phase 1 trial clinics in the United States and Europe, a broad range of analytical lab services from in vivo analysis through Phase 4 with our
GLP bioanalytical, cGMP product analysis laboratories and our specialty central laboratory, as well as integrated technologies and expertise to provide simultaneous, multinational Phase 2 through Phase 4 submissions. In addition, we offer medical
and drug information services and market development services for product launch through post-market approval support, integrating services from our medical communications division and our drug development subsidiary. We also offer consulting and
technology for clinical management, validation, training, coding and drug safety from our informatics expertise. We market our development services in the Americas, Europe, Africa, the Middle East and the Pacific Rim and expanded our capabilities in
Asia with the June 2002 acquisition of ProPharma Pte Ltd, a contract research organization based in Singapore with offices in Hong Kong, Taiwan, Australia and Thailand.



For the year ended December 31, 2002, approximately 79.5% of our Development Groups net revenue was
attributable to clinical services and 20.5% to laboratory services. In regards to geographic alignment, approximately 20.9% of our Development Groups net revenues in 2002 were derived from outside the United States, primarily in the United
Kingdom.



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Our Discovery
Sciences Group offers services and technologies to identify and validate novel drug targets, create compounds, and optimize and profile drug candidates for clinical evaluation. This group provides services to clients in the pharmaceutical and
biotechnology industries as well as in general chemical, agrochemical, and other industries. In addition, we conduct research on compounds for which we hold licenses. Our Discovery Sciences Group revenues have all been generated in the United States
to date.



For the year ended December 31, 2002,
total net revenue for all of our services was derived from various industries approximately as follows:



|Source                  |  | Percentage of Net Revenue |  
|----------------------- |  | ------------------------- | -
|Pharmaceutical          |  | 72.4                      | %
|Biotechnology and other |  | 25.6                      |  
|Government              |  | 2.0                       |  



For the
purposes of classifying net revenue, we define Pharmaceutical to include companies with the majority of their research and development related to chemical entities and Biotechnology to include companies with the majority of their research and
development related to biologically engineered compounds. Other includes companies primarily focused upon medical devices, diagnostics and generic formulations. In addition, we refer to the Standard Industry Classification, or SIC, codes for
publicly traded companies to determine their classification.



We believe that concentration of business among certain large customers is not uncommon in our industry. We have experienced this kind of concentration in the past and might experience it in the future. In 2002, no single client
accounted for more than 10% of our net revenue. Approximately 36.6% of our total 2002 net revenue was derived from clients headquartered outside the United States, in particular in Europe and Japan. Approximately 20% of our 2002 net revenue was
generated from services provided by our employees located in countries outside the United States. See Note 17 of Notes to Consolidated Financial Statements included elsewhere in this report for the breakdown of this revenue.



With a primary focus on large pharmaceutical companies, we
promote our functional genomics discovery technology through a dedicated sales team, localized scientist-to-scientist communications and centralized marketing efforts.



For all of our development, medical communications and informatics services and products, we use centralized
corporate marketing to support the efforts of dedicated business development staff calling on pharmaceutical and biotechnology companies. Our sales teams focus on client segments and service areas. In addition, while the service area representatives
call on particular buying groups within a given pharmaceutical client, sales account managers are responsible for coordinating all outsourcing across our service areas from that client. To further facilitate cross-functional sales, all business
development staff for development services and products across the company worldwide report up to the same executive.



The top 20 publicly traded pharmaceutical companies accounted for 83% of research and development spending in 2001, as ranked by Med Ad
News, so we concentrate on these companies. The top 50 publicly traded biotechnology companies accounted for 91% of the biotechnology research and development expenditures in 2001, according to Med Ad News. To appropriately focus our sales and
marketing efforts among biotechnology companies, we consider additional factors such as the stage of a drugs development and the financial stability of a companys business.



Our business development personnel consult with potential pharmaceutical and biotechnology clients early in
the project consideration stage in order to determine their requirements. Along with the appropriate operational, technical or scientific personnel, our business development representatives invest significant time to determine the optimal means to
design and execute the potential clients program requirements. For example, for our drug development services, recommendations we make to the potential client with respect to study design and implementation are an integral part of our bid
proposal process and an important aspect of the integrated services we



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offer. We believe our preliminary efforts relating to the evaluation of a proposed clinical protocol and
implementation plan enhance the opportunity for accelerated initiation and overall success of the clinical trial.



Our core global marketing and corporate communications activities include online advertising and directory listings on predominant
industry Web sources; interactive Web education and information programs, including Web conferences and Webcasts; direct e-mail campaigns; client presentations and detailing materials; global speakers bureau; media relations; corporate
materials; and marketing at professional trade shows. In addition, we encourage and sponsor the participation of our personnel in a variety of professional endeavors, including the presentation of papers at national and international professional
trade meetings and the publication of scientific articles in medical and pharmaceutical journals. Through these presentations, publications and additional promotion via our corporate Web site, we believe these activities advance and promote our
reputation for professional excellence.



Backlog



Our backlog consists of anticipated net
revenue from letters of intent, verbal commitments and contracts that either have not started but are anticipated to begin in the near future or are in process and have not been completed. Amounts included in backlog have not already been recognized
as revenues in our statement of operation. Net revenue is defined as professional fee income, or gross revenue, less fees and associated reimbursements that we receive as an agent, consisting principally of investigator fees. Once contracted work
begins, net revenue is recognized over the life of the contract. Our backlog was $974.4 million in net revenue at December 31, 2002, compared to $674.2 million in net revenue at December 31, 2001.



We believe that our backlog as of any date is not necessarily
a meaningful predictor of future results, because backlog can be affected by a number of factors, including the size and duration of contracts, many of which are performed over several years. Additionally, contracts relating to our clinical
development business generally are subject to early termination by the client or delay for many reasons, including unexpected test results. Also, the scope of a contract can change during the course of a study. If the scope of a contract is revised,
the adjustment to backlog occurs when the revised scope is finalized. For these reasons, we might not be able to fully realize our entire backlog as net revenue.



Intellectual Property



We believe that patents, trademarks, copyrights and other proprietary rights are important to our business. We also rely on trade secrets,
know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.



We actively seek patent protection both in the United States and abroad. As of December 31, 2002, we owned or co-owned five issued United
States patents and 15 pending United States patent applications. Our issued United States patents primarily relate to our proprietary anti-tumor compounds, HIV drug target gene sequences and related target discovery technologies. Our pending United
States patent applications primarily relate to proprietary genomic and genetic information, chemical compounds, clinical development business methods and software. We have filed or plan to file applications in other countries corresponding to most
of our United States applications. As of December 31, 2002, we had 22 pending foreign filings, including eight pending Patent Cooperation Treaty, or PCT, filings.



We also have obtained licenses to other patents from academic institutions and pharmaceutical companies. As
of December 31, 2002, we had exclusive license rights to 18 issued United States patents and seven pending United States patent applications, as well as corresponding foreign filings.



Pursuant to the terms of the Uruguay Round Agreements Act,
patents issued from applications filed on or after June 8, 1995 have a term of 20 years from the date of filing, irrespective of how long it takes for the patent to issue. Because patent applications in the pharmaceutical industry often take a long
time to issue, this method of patent term calculation can result in a shorter period of patent protection afforded to us compared to the prior method of term calculation (17 years from the date of issue). Under the Drug Price Competition and Patent
Term Restoration Act of 1984 and the Generic Animal Drug and Patent Term Restoration Act, a patent that claims a



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product, use or method of manufacture covering drugs may be extended for up to five years to compensate
the patent holder for a portion of the time required for FDA review. However, we might not be able to take advantage of the patent term extension provisions of this law.



In addition, we rely on trade secrets and continuing technological innovation, which we try to protect with
reasonable business procedures for maintaining trade secrets, including confidentiality agreements with our collaborators, employees and consultants. We also have numerous trademark registration applications pending in the United States and other
jurisdictions throughout the world.



Employees



At December 31, 2002, we employed
approximately 5,300 professionals, of whom 4,850 were in the Development Group, 160 were in the Discovery Sciences Group and the remainder served in corporate operations functions. Of our staff, approximately 370 hold Ph.D., M.D., Pharm.D. or D.V.M.
degrees and approximately 760 hold other masters or other postgraduate degrees. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.



We believe that our success is based on the quality and
dedication of our employees. We strive to hire the best available people in terms of ability, experience, attitude and fit with our performance philosophy and standard operating procedures. We train new employees extensively, and we believe that we
are an industry leader in the thoroughness of our training programs. In addition, we encourage our employees to continually grow and broaden their skills through internal and external training programs. As new technologies develop, we equip and
train our employees to make use of technological innovations.



Available Information



Our
website address is www.ppdi.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.



Competition



The drug development outsourcing industry consists of hundreds of smaller, limited-service providers and a number of full-service global
drug development companies. The industry continues to experience consolidation and, in recent years, a group of large, full-service competitors has emerged. This trend of industry consolidation appears to have created greater competition among the
larger companies for clients and acquisition candidates. In October 2002, our largest competitor, Quintiles Transnational Corp., announced that it had received an acquisition proposal from a company owned by its Chairman. In response, Quintiles
formed a Special Committee of the Board of Directors to investigate strategic alternatives available to enhance shareholder value. This process and any subsequent acquisition of Quintiles could have a significant impact on the competitive landscape
of the drug development industry.



In addition to
competing with a number of other global, full-service companies, we also compete against some medium-sized companies, in-house research and development departments of pharmaceutical and biotechnology companies, as well as universities and teaching
hospitals. In addition, the industry has few barriers to entry. Newer, smaller entities with specialty focuses, such as those aligned to a specific disease or therapeutic area, compete aggressively against larger companies for clients. Increased
competition might lead to price and other forms of competition that might adversely affect our operating results.



Providers of outsourced drug development services and products compete on the basis of a number of factors, including reputation for
on-time quality performance, expertise and experience in specific therapeutic areas, scope of service offerings, price, strengths in various geographic markets, technological expertise and systems, data management capabilities for time savings with
data integrity, ability to acquire, process, analyze and report data in a time-saving accurate manner, ability to manage large-scale clinical trials both domestically and internationally, and



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expertise and experience in healthcare economics. Although there can be no assurance that we will continue
to do so, we believe that we compete favorably in these areas.



As a general matter, the drug development services industry is not capital-intensive and the financial costs of entry into the industry are relatively low. Despite recent consolidation, this industry remains highly fragmented, with
several hundred smaller, limited-service providers and a small number of full-service companies with global capabilities. Although there are few barriers to entry for smaller, limited-service providers, we believe there are significant barriers to
becoming a global provider offering a broad range of services and products. These barriers include:



| |  |  | the cost and experience necessary to develop broad therapeutic expertise;
| | - |  | -------------------------------------------------------------------------

| |  |  | the ability to manage large, complex clinical trials;
| | - |  | -----------------------------------------------------

| |  |  | the ability to deliver high quality consistently;
| | - |  | -------------------------------------------------

| |  |  | the experience to prepare regulatory submissions throughout the world; and
| | - |  | --------------------------------------------------------------------------

| |  |  | the infrastructure and knowledge to respond to the global needs of clients.
| | - |  | ---------------------------------------------------------------------------



For specialty areas such as drug information and medical communications, informatics, analytical laboratory
services and specialty central laboratory services, we compete in a market that has a myriad of niche providers. For the most part, these niche providers offer specialty services and products with a focus on a specific geographic region, a
particular service or function and/or a specific stage or phase of drug development. By contrast, we provide our services on a global basis across functional areas.



Our Discovery Sciences Group competes principally on the basis of reputation, scientific and technical
expertise, experience and qualifications of professional staff, quality of services, and ability to deliver quality products to the clients specifications. The outsourced functional genomics, chemistry and preclinical research industry
consists of several dominant providers and numerous smaller niche companies. Our Discovery Sciences Group faces significant competition from these companies, as well as competition from research teams funded internally by pharmaceutical and
biotechnology companies. While we believe the trend to outsource research is increasing, the vast majority of research spending by these companies is for their own internal research personnel. As such, our ability to attract and retain qualified
technical personnel, generate business with pharmaceutical or biotechnology companies and to continue to develop intellectual property are key components in our ability to compete successfully.



Government Regulation



Our clients are subject to extensive regulations by government
agencies. Consequently, the services we provide for these clients must comply with relevant laws and regulations.



Prior to commencing human clinical trials in the United States, a company developing a new drug or biologic must file an investigational
new drug application, or IND, with the FDA. The IND must include information about animal toxicity and distribution studies, manufacturing and control data, stability data and a detailed plan, or study protocol, for the proposed clinical trial of
the drug or biologic in humans. If the FDA does not object within 30 days after the IND is filed, human clinical trials may begin. The study protocol will also be reviewed and approved by the institutional review board, or IRB, in each institution
in which a study is conducted, and the IRB may impose additional requirements on the way in which the study is conducted in its institution.



Human trials usually start on a small scale to assess safety and then expand to larger trials to test efficacy along with safety in the
target population. The trials are generally conducted in three phases, which sometimes overlap, although the FDA may require a fourth phase as a condition of approval. After the successful completion of the first three clinical phases, a company
requests approval for marketing its product by submitting a new drug application, or NDA. The NDA is a comprehensive, multi-volume filing that includes, among other things, the results of all pre-clinical and clinical studies, information about how
the product will be manufactured and tested, additional stability data and proposed labeling. The FDAs review can last from six months to many years, with the



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average review lasting 18 months. Once the NDA is approved, the product may be marketed in the United
States subject to any conditions imposed by the FDA.



Laboratories such as ours that provide information that is included in INDs and NDAs, must conform to regulatory requirements that are designed to ensure the quality and integrity of the testing process. For example, our
bioanalytical laboratories in Richmond, Virginia and Middleton, Wisconsin follow the FDAs good laboratory practice regulations, or GLPs. These regulations have also been adopted by the Ministry of Health in the United Kingdom and by similar
regulatory authorities in other countries. Our product analysis lab in Middleton, Wisconsin follows the FDAs good manufacturing practice, or cGMP, regulations. For both GLP and cGMP, the regulations require standardization procedures for
studies, for recording and reporting data, and for retaining appropriate records. To help ensure compliance with these regulations, we have established quality assurance at our laboratory facilities to monitor ongoing compliance by auditing test
data and conducting regular inspections of testing procedures and our laboratory facilities.



In addition, laboratories that analyze human blood or other biological samples for the diagnosis and treatment of study subjects must comply with the Clinical Laboratory Improvement Act, or CLIA. CLIA
requires laboratories to meet staffing, proficiency and quality standards. The laboratory in our Austin, Texas facility is CLIA-certified and also has a voluntary certification given by the American Society of Clinical Pathologists. Our specialty
central clinical laboratories are accredited by the College of American Pathologists and maintain Center for Disease Control  National Heart, Lung and Blood Institute, or CDC-NHLBI, part 3 Standardization for lipid analysis in both the United
States and Europe.



The industry standard for the
conduct of clinical research is embodied in the FDAs regulations for IRBs, investigators and sponsor/monitors, which collectively are termed the good clinical practices, or GCPs, by industry, and the GCP guidelines issued by ICH, which have
been agreed upon by industry and regulatory representatives from the United States, European Union and Japan. Our global standard operating procedures are written in accordance with all FDA and ICH requirements. This enables our work to be conducted
locally, regionally and globally to standards that meet all currently applicable regulatory requirements.



In the past few years, both the United States and foreign governments have become more concerned about the disclosure of confidential
personal data. The European Union, or EU, now prohibits the disclosure of personal confidential information, including medical information, to any entity that does not comply with certain security safeguards. Companies in the United States can
satisfy these requirements by filing for safe harbor status according to a self-certification procedure agreed to by the EU and the United States. We have registered for and obtained safe harbor status.



The Department of Health and Human Services has promulgated
final regulations under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, that will govern the disclosure of confidential medical information in the United States. The Privacy Rule, which governs disclosure of confidential
information, was effective beginning April 14, 2001 and all companies subject to the Privacy Rule must comply with its provisions on or before April 14, 2003. We have had a global privacy policy in place since January 2001, which includes a
designated privacy officer, and we believe that we are in compliance with the current EU and HIPAA requirements. Nevertheless, we will continue to monitor our compliance with these new regulations and will take appropriate steps to ensure compliance
as these and other privacy regulations come into effect.



We are also subject to the Occupational Safety and Health Administration, or OSHA, and federal, state and local regulations that govern the use or disposal of toxic substances, biological wastes and radioactive materials.



The failure on our part to comply with
applicable regulations could result in the termination of ongoing research or the disqualification of data for submission to regulatory authorities. Furthermore, the issuance of a notice of finding by a governmental authority against either us or
our clients, based upon a material violation by us of any applicable regulation, could materially and adversely affect our business.



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Factors that Might Affect
our Business or Stock Price



Changes in trends in the
pharmaceutical and biotechnology industries could adversely affect our operating results.



Industry trends and economic factors that affect our primary customers, pharmaceutical and biotechnology companies, also affect our business. For example, the practice of many companies in these
industries has been to hire companies like us to conduct large drug development projects. If these industries reduce their tendency to outsource those projects, our operations, financial condition and growth rate could be materially and adversely
affected. In the past several years, mergers and other factors in the pharmaceutical industry appear to have slowed decision-making by pharmaceutical companies and delayed drug development projects. Continuation or increase of these trends could
have an ongoing adverse effect on our business. In addition, numerous governments have undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and pharmaceutical
companies. If future regulatory cost containment efforts limit the profits that can be derived on new drugs, our customers might reduce their drug discovery and development spending, which could reduce our business.



Our revenue depends on a small number of industries and clients.



We provide services and products to the
pharmaceutical and biotechnology industries and our revenue is highly dependent on expenditures by clients in these industries. Accordingly, our operations could be materially adversely affected by the current trend toward consolidation in these
industries or other factors resulting in a decrease in the number of our potential customers. If the number of our potential customers declines even further, they might be able to negotiate price discounts or other terms for our services and
products that are less favorable to us than has historically been the case. We have experienced customer concentration in the past; for example, in the year ended December 31, 2001, one customer accounted for 10.3% of our net revenue. In 2002, no
single client accounted for more than 10% of our net revenues. We are likely to experience continued customer concentration in the future. The loss of business from a significant client could have a material adverse effect on our results of
operations.



The majority of our customers contracts can be
terminated upon short notice.



Most of our
contracts are terminable by the client upon 30 to 90 days notice. Clients terminate or delay their contracts for a variety of reasons, including, but not limited to:



| |  |  | products being tested fail to satisfy safety requirements;
| | - |  | ----------------------------------------------------------

| |  |  | products have undesired clinical results;
| | - |  | -----------------------------------------

| |  |  | the client decides to forego a particular study;
| | - |  | ------------------------------------------------

| |  |  | inability to enroll enough patients in the study;
| | - |  | -------------------------------------------------

| |  |  | inability to recruit enough investigators; or
| | - |  | ---------------------------------------------

| |  |  | production problems cause shortages of the drug.
| | - |  | ------------------------------------------------



The loss or delay of a large contract or multiple, smaller contracts could adversely affect our operating results.



We might not be able to recruit and retain the experienced personnel we
need to compete in the drug discovery and development industry.



Our future success depends on our ability to attract, retain and motivate highly skilled personnel.





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Management



Our future success depends on the personal efforts and abilities of the principal members of our senior
management and scientific staff to provide strategic direction, develop business, manage our operations and maintain a cohesive and stable environment. For example, we rely on the services of Fredric N. Eshelman, Pharm.D., our Chief Executive
Officer. Although we have an employment agreement with Dr. Eshelman, as we do with other executive managers, this does not mean Dr. Eshelman or any other executive manager with whom we have an employment agreement will remain with us. We do not have
employment agreements with all of our key personnel.



Healthcare Providers



Our
ability to maintain, expand or renew existing business with our customers and to get business from new customers, particularly in the drug development sector, depends on our ability to hire and retain healthcare providers with the skills necessary
to keep pace with continuing changes in drug development technologies. Competition for experienced healthcare providers is intense. We compete with pharmaceutical and biotechnology companies, including our customers and collaborators, other contract
research companies, and academic and research institutions, to recruit healthcare providers.



Scientists



Our ability to maintain, expand or renew existing business with our customers and to get business from new customers in both the drug development as well as the drug discovery areas also depends on our ability to hire and retain
scientists with the skills necessary to keep pace with continuing changes in drug discovery and development technologies. We face the same risks and challenges in attracting and retaining experienced scientists as we do with healthcare providers.



Our inability to hire additional qualified
personnel might also require an increase in the workload for both existing and new personnel. We might not be successful in attracting new healthcare providers, scientists or management or in retaining or motivating our existing personnel. The
shortage of experienced healthcare providers and scientists, or other factors, might lead to increased recruiting, relocation and compensation costs for these professionals, which might exceed our expectations. These increased costs might reduce our
profit margins or make hiring new healthcare providers or scientists impracticable. If we are unable to attract and retain any of these personnel, our ability to execute our business plan will be adversely affected.



Our future success depends on our ability to keep pace with rapid
technological changes that could make our services and products less competitive or obsolete.



The biotechnology and pharmaceutical industries generally and drug discovery and development more specifically are subject to increasingly
rapid technological changes. Our competitors or others might develop technologies, services or products that are more effective or commercially attractive than our current or future technologies, services or products, or that render our
technologies, services or products less competitive or obsolete. If competitors introduce superior technologies, services or products and we cannot make enhancements to ours to remain competitive, our competitive position, and in turn our business,
revenues and financial condition, would be materially and adversely affected.



Any failure by us to comply with existing regulations would harm our reputation and operating results.



Any failure on our part to comply with existing regulations could result in the termination of ongoing research or the disqualification of
data for submission to regulatory authorities. This would harm our reputation, our prospects for future work and our operating results. For example, if we were to fail to verify that informed consent is obtained from patient participants in
connection with a particular clinical trial, the data collected from that trial could be disqualified, and we might be required to redo the trial at no further cost to our customer, but at a substantial cost to us. Furthermore, the issuance of a
notice from the Food and Drug Administration based on a finding of a material violation by us of good clinical practice, good laboratory practice or good manufacturing practice requirements would materially and adversely affect us.



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Proposed and future legislation or regulations might increase the cost of our business or limit our
service or product offerings.



Federal or
state authorities might adopt healthcare legislation or regulations that are more burdensome than existing regulations. These changes in regulation could increase our expenses or limit our ability to offer some of our services or products. For
example, the confidentiality of patient-specific information and the circumstances under which it may be released for inclusion in our databases or used in other aspects of our business are subject to substantial government regulation. Additional
legislation governing the possession, use and dissemination of medical record information and other personal health information has been proposed at both the state and national levels. Proposed federal regulations governing patient-specific health
information might require us to implement new security measures that require substantial expenditures or limit our ability to offer some of our services and products. These regulations might also increase costs by creating new privacy requirements
for our informatics business and mandating additional privacy procedures for our clinical research business.



We might lose business opportunities as a result of healthcare reform.



Numerous governments have undertaken efforts to control growing healthcare costs through legislation, regulation and voluntary agreements
with healthcare providers and drug companies. Healthcare reform could reduce demand for our services and products and, as a result, our revenue. In the last few years, the United States Congress has reviewed several comprehensive health care reform
proposals. The proposals intended to expand healthcare coverage for the uninsured and reduce the growth of total healthcare expenditures. Although Congress did not adopt any of the proposals, it might adopt similar proposals in the future. Congress
has also considered and may adopt legislation that could have the effect of putting downward pressure on the prices that pharmaceutical and biotechnology companies can charge for prescription drugs. If Congress approves any such proposals,
pharmaceutical and biotechnology companies might react by spending less on research and development. If this were to occur, we would have fewer business opportunities, which could reduce our earnings. Similarly, pending or future healthcare reform
proposals outside the United States could negatively impact our revenues from our international operations.



The drug discovery and development services industry is highly competitive.



The drug discovery and development services industry is highly competitive. We often compete for business not only with other drug
discovery and development companies, but also with internal discovery and development departments within our clients, who are often large pharmaceutical and biotechnology companies with greater resources than ours. We also compete with universities
and teaching hospitals. If we do not compete successfully, our business will suffer. The industry is highly fragmented, with numerous smaller specialized companies and a handful of full-service companies with global capabilities. Increased
competition might lead to price and other forms of competition that might adversely affect our operating results. As a result of competitive pressures, our industry has been consolidating. This trend is likely to produce more competition among the
larger companies for both clients and acquisition candidates. In addition, there are few barriers to entry for smaller specialized companies considering entering the industry. Because of their size and focus, these companies might compete
effectively against larger companies such as us, which could have a material adverse impact on our business.



Our business has experienced substantial expansion in the past and we must properly manage that expansion.



Our business has expanded substantially in the past. Rapid expansion could strain our operational, human and
financial resources. If we fail to properly manage our expansion, our results of operations and financial condition might be hurt. In order to manage expansion, we must:



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| |  |  | continue to improve our operating, administrative and information systems;
| | - |  | --------------------------------------------------------------------------

| |  |  | accurately predict our future personnel and resource needs to meet client contract commitments;
| | - |  | -----------------------------------------------------------------------------------------------

| |  |  | track the progress of ongoing client projects; and
| | - |  | --------------------------------------------------

| |  |  | attract and retain qualified management, sales, professional, scientific and technical operating personnel.
| | - |  | -----------------------------------------------------------------------------------------------------------



In addition, we have numerous business groups, subsidiaries
and divisions. If we cannot properly manage these groups, subsidiaries or divisions, it will disrupt our operations.



We will face additional risks in expanding our foreign operations, as we learned from past expansions including the acquisitions of
companies in Belgium and Singapore in 2002. Specifically, we might find it difficult to:



| |  |  | assimilate differences in foreign business practices;
| | - |  | -----------------------------------------------------

| |  |  | hire and retain qualified personnel; and
| | - |  | ----------------------------------------

| |  |  | overcome language barriers.
| | - |  | ---------------------------



Future acquisitions or investments could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely
affect our business.



We anticipate that a
portion of any future growth of our business might be accomplished by acquiring existing businesses, products or technologies. The success of any acquisitions will depend upon, among other things, our ability to integrate acquired personnel,
operations, products and technologies into our organization effectively, to retain and motivate key personnel of acquired businesses and to retain their customers. In addition, we might not be able to identify suitable acquisition opportunities or
obtain any necessary financing on acceptable terms. Any future acquisitions could involve other risks, including the assumption of additional liabilities and expenses, issuances of potentially dilutive equity securities or interest-bearing debt,
transaction costs, reduction in our stock price as a result of any of these or because of market reaction to a transaction, and diversion of managements attention from other business concerns.



Acquisitions of foreign companies, such as the companies we
acquired in Belgium and Singapore in 2002, also might involve the additional risks of, among others, assimilating differences in foreign business practices and overcoming language barriers.



We have made and plan to continue to make investments in other
companies. In many cases, there is no public market for the securities of these companies and we might not be able to sell these securities on terms acceptable to us, if at all. In addition, if these companies encounter financial difficulties, we
might lose all or part of our investment. For example, in the first quarter of 2002 we recorded an impairment of equity investment of $32.0 million to write down the carrying value of our investment in DNA Sciences, Inc. for an other than temporary
decline in value.



The fixed price nature of our development
contracts could hurt our operating results.



The majority of our contracts for the provision of drug development services are at fixed prices. As a result, variations in the timing and progress of large contracts can materially affect results. In addition, we bear the risk of
cost overruns unless the scope of activity is revised from the original bid specifications and we are able to negotiate a contract modification with the customer shifting the cost overrun to the customer. If we fail to adequately price our contracts
or if we experience significant cost overruns, our operating results could be materially adversely affected. In the past, we have had to commit unanticipated resources to complete projects, resulting in lower gross margins on those projects. We
might experience similar situations in the future, which would have a material adverse impact on our operating results.



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Our drug development
business exposes us to potential liability for personal injury claims that could affect our financial condition.



Our drug development business involves the testing of new drugs on human volunteers. This testing exposes us to the risk of liability for
personal injury or death to patients resulting from, among other things, possible unforeseen adverse side effects or improper administration of a new drug. Many of these patients are already seriously ill and are at risk of further illness or death.
We could be materially and adversely affected if we were required to pay damages or incur defense costs in connection with a claim that is outside the scope of indemnification agreements we have with clients, if any indemnification agreement is not
performed in accordance with its terms or if our liability exceeds the amount of any applicable insurance. We might not be able to get adequate insurance at reasonable rates.



Our business uses biological and hazardous materials, which could injure people or violate laws, resulting in liability
that could hurt our financial condition and business.



Our drug discovery and development activities involve the controlled use of potentially harmful biological materials, as well as hazardous materials, chemicals and various radioactive compounds. We cannot completely eliminate the
risk of accidental contamination or injury from the use, storage, handling or disposal of these materials. In the event of contamination or injury, we could be held liable for damages that result, and any liability could exceed our ability to pay.
Any contamination or injury could also damage our reputation, which is critical to getting new business. In addition, we are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these
materials and specified waste products. The cost of compliance with these laws and regulations could be significant.



If we are unable to attract suitable willing investigators and volunteers for our clinical trials, our development business might suffer.



Our clinical research studies rely upon the
ready accessibility and willing participation of physician investigators and volunteer subjects. Investigators are typically located at hospitals, clinics or other sites and supervise administration of the study drug to patients during the course of
a clinical trial. Volunteer subjects generally include people from the communities in which the studies are conducted, including our Phase 1 centers in Austin, Texas, and Leicester, England, which to date have provided a substantial pool of
potential subjects for research studies. Our clinical research development business could be adversely affected if we were unable to attract suitable and willing investigators or volunteers on a consistent basis.



Our business is subject to international economic, currency, political and
other risks that could negatively affect our revenue and results of operations.



Because we provide our drug development services worldwide, our business is subject to risks associated with doing business internationally. Our revenue from our non-U.S. operations represented
approximately 20% of our total revenues for the year ended December 31, 2002. We anticipate that revenue from international operations will grow in the future. Accordingly, our future results could be harmed by a variety of factors, including:



| |  |  | changes in foreign currency exchange rates, which could result in foreign currency losses;
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | changes in a specific countrys or regions political or economic conditions, including Western Europe, in particular;
| | - |  | ----------------------------------------------------------------------------------------------------------------------

| |  |  | potential negative consequences from changes in tax laws affecting our ability to expatriate profits;
| | - |  | -----------------------------------------------------------------------------------------------------

| |  |  | difficulty in staffing and managing widespread operations; and
| | - |  | --------------------------------------------------------------

| |  |  | unfavorable labor regulations applicable to our European operations.
| | - |  | --------------------------------------------------------------------



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Because we have only
limited experience in providing drug discovery services, our prospects for success in this business remain uncertain and we might be unsuccessful in our discovery business.



We established our drug discovery group in 1997 and have only limited experience with these activities and
might not be successful in our drug discovery efforts. Our ability to generate revenue and income from our drug discovery business will depend on our ability to:



| |  |  | develop products internally or obtain rights to them from others on favorable terms;
| | - |  | ------------------------------------------------------------------------------------

| |  |  | complete laboratory testing and human studies;
| | - |  | ----------------------------------------------

| |  |  | obtain and maintain necessary intellectual property rights to our products;
| | - |  | ---------------------------------------------------------------------------

| |  |  | obtain and maintain necessary regulatory approvals related to the efficiency and safety of our products;
| | - |  | --------------------------------------------------------------------------------------------------------

| |  |  | enter into arrangements with third parties to manufacture our products on our behalf; and
| | - |  | -----------------------------------------------------------------------------------------

| |  |  | enter into arrangements with third parties to provide sales and marketing functions.
| | - |  | ------------------------------------------------------------------------------------



Our future success in our drug discovery efforts will depend on our ability to enter into and perform collaborations with
other companies.



To succeed in our drug
discovery business, we will need to enter into collaborative arrangements, first to obtain rights to potential drug targets, and then for the development, manufacturing and commercialization of those products when and if they are approved. We have
limited or no control over the resources that a company collaborating with us devotes to our product candidates. Any entity with which we collaborate might not perform its obligations as expected. These entities also might breach or terminate their
agreements with us or otherwise fail to conduct their collaborative activities successfully and in a timely manner. Further, parties collaborating with us might elect not to develop our product candidates or not to devote sufficient resources to the
development, manufacture, marketing or sale of these product candidates.



Our inability to adequately protect our intellectual property rights would hurt our business.



Our success will depend in part on our ability to protect the proprietary software, compositions, processes and other technologies we
develop during drug discovery and the development process. In addition, one of our business strategies is to license rights to drug candidates and enter into collaborations with pharmaceutical and biotechnology companies for the development of drug
candidates. The proprietary rights associated with these drug candidates must remain protected.



Any patents that we own or license in the future might not provide valuable protection for the technology or products. Our efforts to enforce and maintain our intellectual property rights might not be
successful and might result in substantial costs and diversion of management time. In addition, others might challenge patents we control and, as a result, these patents could be narrowed, invalidated, rendered unenforceable or blocked. If blocked,
we might be forced to stop using some or all of the technology or to license technology from third parties. In addition, current and future patent applications on which we depend might not result in the issuance of patents. Even if our rights are
valid, enforceable and broad in scope, competitors might develop products based on similar technology that is not covered by our patent claims.



In addition to patent protection, we also rely on copyright, trademark and trade secrets protection, as well as know-how, continuing
technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of our intellectual property, we require our employees, consultants and advisors to execute confidentiality and proprietary information
agreements. However, these agreements might not provide us with adequate protection against improper use or disclosure of confidential information and there might not be adequate remedies in the event of unauthorized use or disclosure. Furthermore,
from time to time we hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities we conduct. In some situations, our confidentiality and proprietary information agreements might conflict
with, or be subject to, the rights of third parties with whom our employees, consultants or advisors have prior employment or consulting



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relationships. Although we require our employees and consultants to maintain the confidentiality of all
confidential information of previous employers, these individuals or we might be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others might independently develop
substantially equivalent proprietary information, or otherwise gain access to our trade secrets. Our failure to protect our proprietary information and techniques might inhibit or limit our ability to exclude competitors from the market and to
execute our business strategies.



The drug discovery and
development industry has a history of patent and other intellectual property litigation, and we might be involved in costly intellectual property lawsuits.



The drug discovery and development industry has a history of patent and other intellectual property litigation, and these lawsuits will
likely continue. Because we provide many different services and products in this industry and have rights to drugs, we face potential patent infringement suits by companies that have patents for similar products and methods used in business or other
suits alleging infringement of their intellectual property rights. In order to protect or enforce our intellectual property rights, we might have to initiate legal proceedings against third parties. Legal proceedings relating to intellectual
property would be expensive, take significant time and divert managements attention from other business concerns, whether we win or lose. The cost of this kind of litigation could affect our profitability. Further, if we do not prevail in an
infringement lawsuit brought against us, we might have to pay substantial damages, including treble damages, and we could be required to stop the infringing activity or obtain a license to use technology.



Our operations might be interrupted by the occurrence of a natural disaster
or other catastrophic event.



We depend on
our customers, and our laboratories and other facilities for the continued operation of our business. Although we have contingency plans in effect for natural disasters or other catastrophic events, these events, including terrorist attacks and
natural disasters such as hurricanes or ice storms, could still disrupt our operations or those of our customers, which would also affect us. Even though we carry business interruption insurance policies and typically have provisions in our
contracts that protect us in certain events, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which we do not have coverage. Any natural disaster or catastrophic
event in our facilities could have a significant negative impact on our operations.



Our operations might be affected if there was a disruption to the air travel system.



Our specialty central laboratories and some of our other businesses are heavily reliant on air travel for transport of clinical
trial kits and other material and people, and disruption to the air travel system could have a material adverse effect on our business. While we have developed contingency plans for a variety of events that could disrupt or limit available air
transportation, these plans might not be effective or sufficient to avert such a material adverse effect.



Because our stock price is volatile, our stock price could experience substantial declines.



The market price of our common stock has historically experienced and might continue to experience volatility. Our quarterly operating
results, changes in general conditions in the economy or the financial markets and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, in recent years, the
stock market has experienced significant price and volume fluctuations. The market, and in particular pharmaceutical and biotechnology companies, has also experienced significant decreases in value. This volatility and the recent market decline have
affected the market prices of securities issued by many companies, often for reasons unrelated to their operating performance, and might adversely affect the price of our common stock.



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Item 2. Properties



As of December 31, 2002, we had 54 offices
located in 24 countries spanning six continents. Our principal executive offices are located in Wilmington, North Carolina. We own and operate four facilities, including a 52-bed Phase 1 facility in Leicester, England, a building in Kersewell,
Scotland, a laboratory building in Brussels, Belgium and a building in Durham, North Carolina. We lease all our other facilities. We believe that our facilities are adequate for our operations and that suitable additional space will be available
when needed. The locations, approximate square footage and lease expiration dates of our operating facilities comprising more than 10,000 square feet as of December 31, 2002 were as follows:



|Location                    |  | Group                     |  | Approximate Square Footage |  | Lease Expiration Date
|--------------------------- |  | ------------------------- |  | -------------------------- |  | ---------------------
|Morrisville, North Carolina |  | Development and Discovery |  | 289,000                    |  | 11/15/05  1/23/15   
|Austin, Texas               |  | Development               |  | 174,000                    |  | 7/31/06  11/30/10   
|Wilmington, North Carolina  |  | Development               |  | 146,000                    |  | 2/01/05  8/31/09    
|Middleton, Wisconsin        |  | Development and Discovery |  | 100,000                    |  | 7/31/10  11/30/11   
|Richmond, Virginia          |  | Development               |  | 79,000                     |  | 8/31/14              
|Highland Heights, Kentucky  |  | Development               |  | 70,000                     |  | 2/20/12              
|Menlo Park, California      |  | Discovery                 |  | 60,000                     |  | 6/1/07               
|Blue Bell, Pennsylvania     |  | Development               |  | 43,000                     |  | 5/31/04  8/31/05    
|Granta Park, United Kingdom |  | Development               |  | 28,000                     |  | 3/30/16              
|Brussels, Belgium           |  | Development               |  | 28,000                     |  | 9/30/08              
|San Bruno, California       |  | Development               |  | 18,000                     |  | 9/30/04              
|Maison Al Fort, France      |  | Development               |  | 17,000                     |  | 11/09/10             
|Hamilton Square, New Jersey |  | Development               |  | 16,000                     |  | 5/31/07              
|Westminster, Colorado       |  | Development               |  | 15,000                     |  | 1/31/05              
|Columbia, Maryland          |  | Development               |  | 12,000                     |  | 7/31/03              
|Madrid, Spain               |  | Development               |  | 12,000                     |  | 8/30/06              
|Munich, Germany             |  | Development               |  | 12,000                     |  | 10/31/05             
|Warsaw, Poland              |  | Development               |  | 12,000                     |  | 9/30/04              
|Lawrenceville, New Jersey   |  | Development               |  | 11,000                     |  | 5/31/02              
|Johannesburg, South Africa  |  | Development               |  | 11,000                     |  | 10/30/02             



Item 3. Legal
Proceedings



In the normal course of
business, we are a party to various claims and legal proceedings. Although the ultimate outcome of these matters is not yet determined, after consultation with legal counsel we do not believe that the resolution of these matters will have a material
effect upon our financial condition or results of operations in any interim or annual period.



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



No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2002.



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Executive Officers



The following table contains information
concerning our executive officers as of February 3, 2003:



|Name                           |  | Age |  | Position(s)                                            
|------------------------------ |  | --- |  | -------------------------------------------------------
|Fredric N. Eshelman., Pharm.D. |  | 54  |  | Vice Chairman, Chief Executive Officer                 
|Fred B. Davenport, Jr.         |  | 51  |  | President, Assistant Secretary                         
|Paul S. Covington, M.D.        |  | 46  |  | Executive Vice President  Development                 
|Linda Baddour                  |  | 44  |  | Chief Financial Officer, Treasurer, Assistant Secretary
|W. Richard Staub               |  | 40  |  | Senior Vice President  Global Business Development    



Fredric
N. Eshelman, Pharm.D., has served as Chief Executive Officer and as a director since July 1990, and as Vice Chairman of the Board of Directors since 1993. Dr. Eshelman founded our companys predecessor in 1985 and served as its Chief Executive
Officer until 1989. Prior to rejoining us in 1990, Dr. Eshelman served as Senior Vice President, Development and as a director of Glaxo Inc., a subsidiary of Glaxo Holdings plc.



Fred B. Davenport, Jr. is our President and Assistant Secretary. Mr. Davenport joined PPD as General Counsel
in December 1996. In January 2001, Mr. Davenport was promoted to Executive Vice President and to President in January 2002. Prior to his employment by us, Mr. Davenport was a partner in the Wilmington, North Carolina law firm of Murchison, Taylor,
and Gibson, L.L.P., which he joined in 1977. Mr. Davenport was also a member of the faculty of the University of North Carolina at Wilmingtons Cameron School of Business Administration from 1982 to 1991.



Paul S. Covington, M.D. is our Executive Vice President 
Development. Dr. Covington joined us in September 1991 as a Medical Director. He is board certified in internal medicine and licensed in North Carolina and Alabama. Prior to joining us, Dr. Covington was in private practice in Clanton, Alabama from
1985 to 1990 where he served as Chief of Staff and Director of Critical Care and Cardiopulmonary for the local hospital. From 1991 to 1992, he was Medical Director for the Birmingham site of Future Healthcare Research Centers.



Linda Baddour is our Chief Financial Officer, Treasurer, and
Assistant Secretary. Ms. Baddour joined PPD in December 1995. In 1997, Ms. Baddour was promoted to Chief Accounting Officer. Prior to her employment by us, Ms. Baddour was the Controller for Cooperative Bank for Savings Inc. from 1980 to 1995. Ms.
Baddour is a Certified Public Accountant and received her Master in Business Administration from the University of North Carolina at Wilmington.



W. Richard Staub is our Senior Vice President  Global Business Development. Mr. Staub joined PPD as Director, Business Development
Phase 2-4, in January 1997. He has subsequently been promoted through numerous management positions in Business Development including Executive Director and Vice President, Business Development, Phase 2-4, the Americas. Prior to his employment by
us, Mr. Staub spent nine years at Zeneca Pharmaceuticals, holding positions in sales, market research and product marketing.



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PART II



Item 5. Market for the Registrants Common Equity
and Related Stockholder Matters



Our common
stock is traded under the symbol PPDI in the over-the-counter market and is quoted on the Nasdaq National Market System. The following table sets forth the high and low prices for shares of our common stock, as reported by the National
Association of Securities Dealers, Inc., for the periods indicated. These prices are based on quotations between dealers, which do not reflect retail mark-up, mark-down or commissions.



|               |  | 2001 |        | 2002
|-------------- |  | ---- | ------ | ----
|               |  | High |        | Low 
|First Quarter  |  | $    | 28.096 |     
|Second Quarter |  | $    | 38.360 |     
|Third Quarter  |  | $    | 38.000 |     
|Fourth Quarter |  | $    | 33.750 |     



As of
February 3, 2003, there were approximately 17,900 holders of our common stock.



We have never declared or paid any cash dividends as a public company. Furthermore, we have no present plans to pay cash dividends to our shareholders and, for the foreseeable future, intend to retain
all of our earnings for use in continuing to develop our business. The declaration of dividends is within the discretion of our Board of Directors and is dependent upon our earnings, financial condition and capital requirements, as well as any other
factors deemed relevant by the Board of Directors.



Item 6.
Selected Consolidated Financial Data



The
following table represents selected historical consolidated financial data. The statement of operations data for the years ended December 31, 2000, 2001 and 2002 and balance sheet data at December 31, 2001 and 2002 are derived from our audited
consolidated financial statements included elsewhere in this report. The statement of operations data for each of the years ended December 31, 1998 and 1999, and the balance sheet data at December 31, 1998, 1999 and 2000 are derived from audited
consolidated financial statements not included in this report. The historical results are not necessarily indicative of the operating results to be expected in the future. The selected financial data should be read together with
Managements Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and notes to the financial statements.



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|                                                                                      |  | Years Ended December 31,              |        
|------------------------------------------------------------------------------------- |  | ------------------------------------- | -------
|                                                                                      |  | 1998                                  |        
|                                                                                      |  | (in thousands, except per share data) |        
|Net revenues                                                                          |  | $                                     | 263,118
|                                                                                      |  |                                       |        
|Operating expenses                                                                    |  |                                       | 237,495
|Merger costs, and acquired in-process research and development costs                  |  |                                       | 3,163  
|                                                                                      |  |                                       |        
|                                                                                      |  |                                       | 240,658
|                                                                                      |  |                                       |        
|Income from operations                                                                |  |                                       | 22,460 
|Impairment of equity investments                                                      |  |                                       |       
|Other income, net                                                                     |  |                                       | 3,588  
|                                                                                      |  |                                       |        
|Income from continuing operations before provision for income taxes                   |  |                                       | 26,048 
|Provision for income taxes                                                            |  |                                       | 9,448  
|                                                                                      |  |                                       |        
|Income from continuing operations before equity in net loss of investee               |  |                                       | 16,600 
|Equity in net loss of investee, net of income taxes                                   |  |                                       |       
|                                                                                      |  |                                       |        
|Net income from continuing operations                                                 |  |                                       | 16,600 
|Income (loss) from operations of discontinued environmental sciences segment, net
(1) |  |                                       | 4,614  
|                                                                                      |  |                                       |        
|Net income                                                                            |  | $                                     | 21,214 
|                                                                                      |  |                                       |        
|Income from continuing operations per share:                                          |  |                                       |        
|Basic                                                                                 |  | $                                     | 0.35   
|                                                                                      |  |                                       |        
|Diluted                                                                               |  | $                                     | 0.34   
|                                                                                      |  |                                       |        
|Income (loss) from discontinued operations per common share:                          |  |                                       |        
|Basic                                                                                 |  | $                                     | 0.10   
|                                                                                      |  |                                       |        
|Diluted                                                                               |  | $                                     | 0.10   
|                                                                                      |  |                                       |        
|Net income per common share:                                                          |  |                                       |        
|Basic                                                                                 |  | $                                     | 0.44   
|                                                                                      |  |                                       |        
|Diluted                                                                               |  | $                                     | 0.44   
|                                                                                      |  |                                       |        
|Weighted average number of common shares outstanding:                                 |  |                                       |        
|Basic                                                                                 |  |                                       | 47,982 
|Dilutive effect of stock options                                                      |  |                                       | 338    
|                                                                                      |  |                                       |        
|Diluted                                                                               |  |                                       | 48,320 
|                                                                                      |  |                                       |        

|                                          |  |                    |         |      |   |         |  |      |         |      |   |         |  |   |        
|----------------------------------------- |  | ------------------ | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                          |  | As of December 31,
|                                          |  | 1998               |         | 1999 |   | 2000    |  | 2001 |         | 2002
|                                          |  | (in thousands)    
|Consolidated Balance Sheet Data:          |  |                    |         |      |   |         |  |      |         |      |   |         |  |   |        
|Cash and cash equivalents                 |  | $                  | 34,821  |      | $ | 61,251  |  | $    | 76,411  |      | $ | 143,173 |  | $ | 181,224
|Working capital (2)                       |  |                    | 93,309  |      |   | 104,973 |  |      | 106,903 |      |   | 152,829 |  |   | 187,696
|Total assets                              |  |                    | 243,329 |      |   | 288,703 |  |      | 344,915 |      |   | 465,400 |  |   | 692,120
|Long-term debt                            |  |                    | 224     |      |   | 359     |  |      | 1,353   |      |   | 1,871   |  |   | 6,649  
|Long-term debt, including current portion |  |                    | 5,656   |      |   | 570     |  |      | 1,967   |      |   | 3,074   |  |   | 8,406  
|Shareholders equity                      |  |                    | 158,769 |      |   | 192,464 |  |      | 233,943 |      |   | 302,635 |  |   | 440,337

---



|(1) |  | The discontinued operations include the environmental sciences group sold in January 1999. All prior periods have been restated to reclassify the results of
operations of the environmental sciences group to discontinued operations.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Working capital is calculated as current assets minus current liabilities.
|--- |  | --------------------------------------------------------------------------



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Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the consolidated financial statements and accompanying notes. In this discussion,
the words PPD, we, our and us refer to Pharmaceutical Product Development, Inc., together with its subsidiaries where appropriate.



Forward-looking Statements



This Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future
events or our future financial performance. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances, expectations, predictions, assumptions and other statements that are not
statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as might, will, should, expect, plan, anticipate,
believe, estimate, predict, intend, potential or continue, or the negative of these terms, or other comparable terminology. These statements are only predictions. These
statements rely on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. Actual events or results might differ materially due to a number of factors, including those listed in
Potential Volatility of Quarterly Operating Results and Stock Price and in Part I Item 1. Business  Factors that Might Affect our Business or Stock Price. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We generally undertake no obligation to update publicly any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.



Acquisitions



In February
2002, PPD acquired 100% of the outstanding common stock of Medical Research Laboratories International, Inc. (MRL U.S.) and Medical Research Laboratories International, BVBA (MRL Belgium), collectively, MRL. MRL
is part of the Development Group of PPD. MRL U.S. operates a central laboratory near Cincinnati, Ohio, and MRL Belgium operates a central laboratory in Brussels, Belgium. MRL provides highly standardized efficacy and safety testing services for
pharmaceutical companies engaged in clinical drug development. PPD acquired MRL for total consideration of $113.1 million, including $39.0 million in cash, $73.5 million in PPDs common stock (approximately 2.6 million unregistered shares) and
direct acquisition costs of $0.6 million for legal, appraisal and accounting fees.



In April 2002, PPD acquired Piedmont Research Center II, Inc, or PRC, a cancer research laboratory based in Morrisville, North Carolina that performs preclinical evaluations of anti-cancer therapies.
The research facility serves national and international pharmaceutical and biotechnology companies. PRC is part of the Discovery Sciences Group of PPD. PPD acquired PRC for total consideration of $19.6 million, including $2.4 million in cash, $17.1
million in PPDs common stock (0.5 million unregistered shares) and direct acquisition costs of $0.1 million for legal and accounting fees.



In June 2002, PPD acquired Complete Software Solutions, Inc., or CSS, a technical consulting firm offering a full range of implementation,
validation and training services as well as specialized software for pharmaceutical and biotechnology industries. CSS is part of the Development Group of PPD. PPD acquired CSS for total consideration of $16.8 million in cash.



In June 2002, PPD acquired ProPharma Pte Ltd., an Asian-based
clinical research organization with extensive experience in managing pan-Asian clinical trials. ProPharma is part of the Development Group of PPD. PPD acquired ProPharma for total consideration of $3.0 million in cash. In addition, PPD agreed to pay
up to $1.4 million as additional purchase price, depending upon the financial performance of ProPharma for a specified period following the acquisition.



These acquisitions were accounted for using the purchase method, utilizing appropriate fair value techniques to allocate the purchase
price based on the estimated fair values of the assets and liabilities. Accordingly,



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the estimated fair value of
assets acquired and liabilities assumed were included in PPDs consolidated balance sheet as of the effective date of the acquisitions. The results of operations are included in PPDs consolidated results of operations as of and since the
effective dates of the acquisitions. There were no significant differences between the accounting policies of PPD or any of the companies acquired in these acquisitions. For further details regarding these acquisitions, see Note 2 of Notes to
Consolidated Financial Statements.



Results of Operations



We recognize revenues from fixed-price
contracts on a proportional performance basis in our Development Group. To measure the performance, we compare actual direct costs incurred to estimated total contract direct costs, which is the best indicator of the performance of the contract
obligations as the costs relate to the labor hours incurred to perform the service. We recognize revenues from time-and-materials contracts as hours are incurred, multiplied by the billable rates for each contract in both our Development Group and
Discovery Sciences Group. For our Phase 1 and laboratory businesses, we also recognize revenues from unitized contracts as subjects or samples are tested, multiplied by the price of each.



In connection with the management of multi-site clinical trials, we pay on behalf of our customers fees to
investigators and test subjects, and other out-of-pocket costs, such as travel, printing, meetings, couriers, etc., for which we are reimbursed at cost. Effective January 1, 2002, in connection with the required implementation of EITF 01-14, amounts
paid by us as a principal for out-of-pocket costs are now included in direct costs, while the reimbursements we receive as a principal are reported as reimbursed out-of-pocket revenues in the income statement. We plan to continue to net revenue and
expense in the income statement from fees and associated reimbursements that we receive as an agent. Prior year amounts have been reclassified to conform with current year presentation.



Most contracts are terminable either immediately or after a specified period following notice by the client.
These contracts typically require payment to us of expenses to wind down a study, payment to us of fees earned to date, and in some cases, a termination fee or some portion of the fees or profit that we could have earned under the contract if it had
not been terminated early.



Discovery Sciences
Group revenues also include nonrefundable technology license fees and milestone payments. The non-refundable license fees are generally up-front payments for the initial license of and access to our technology. For nonrefundable license fees
received at the initiation of license agreements for which we have an ongoing research and development commitment, we defer these fees and recognize them ratably over the period of the related research and development. For nonrefundable license fees
received under license agreements where our continued performance of future research and development services is not required, we recognize revenue upon delivery of the technology. In addition to license fees, our Discovery Sciences Group also
generates revenue from time to time in the form of milestone payments. Milestone payments are only received and recognized as revenues if the specified milestone is achieved and accepted by the customer and continued performance of future research
and development services related to that milestone are not required. Although these payments are typically lower than up-front license fees, these payments can be significant because they are triggered as a result of achieving specified scientific
milestones. We receive milestone payments in connection with sublicensing of compounds and in association with our target validation work.



We record our recurring operating expenses among five categories:



| |  |  | direct costs;
| | - |  | -------------

| |  |  | research and development;
| | - |  | -------------------------

| |  |  | selling, general and administrative;
| | - |  | ------------------------------------

| |  |  | depreciation; and
| | - |  | -----------------

| |  |  | amortization.
| | - |  | -------------



Direct costs consist of appropriate amounts necessary to carry out the revenue and earnings process, and include direct labor and related
benefit charges, other costs directly related to contracts, an allocation of facility and information technology costs, and reimbursable out-of-pocket expenses. Direct costs, as a percentage of net revenues, tend to and are expected to fluctuate
from one period to another as a result of changes in labor utilization and the mix of service offerings involved in the hundreds of studies conducted during any period of time.



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Research and
development, or R&D, expenses consist primarily of labor and related benefit charges associated with personnel performing internal research and development work, supplies associated with this work and an allocation of facility and information
technology costs.



Selling, general and
administrative, or SG&A, expenses consist primarily of administrative payroll and related benefit charges, sales, advertising and promotional expenses, recruiting and relocation expenses, administrative travel, an allocation of facility and
information technology costs and costs related to professionals working in an indirect capacity.



Depreciation expenses consist of depreciation costs recorded on a straight-line method, based on estimated useful lives of 40 to 50 years for buildings, five years for laboratory equipment, three years
for computers and related equipment and four to ten years for furniture and equipment, except for our airplane, which we are depreciating over 30 years. Leasehold improvements are depreciated over the shorter of the respective lives of the leases or
the useful lives of the improvements. Property under capital leases is depreciated over the life of the lease or the service life, whichever is shorter.



Amortization expenses consist of amortization costs recorded on intangible assets on a straight-line method over the life of the
intangible assets. The excess of the purchase price of a business acquired over the fair value of net tangible assets, identifiable intangible assets and acquired in-process research and development costs at the date of the acquisition has been
assigned to goodwill. Goodwill was being amortized over periods of 10 to 25 years prior to January 1, 2002. In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, or SFAS
No. 142. We adopted SFAS No. 142 as of January 1, 2002 and no longer amortize goodwill. The provisions of this accounting standard also require the completion of a transitional impairment test within six months of adoption. We completed the
transitional impairment test as of January 1, 2002 and the annual impairment test as of October 1, 2002 and did not identify any impairments of goodwill. These tests involved determining the fair market value of each of the reporting units with
which the goodwill was associated and comparing the estimated fair market value of each of the reporting units with its carrying amount. Amortization expense related to goodwill for 2001 was $0.9 million.



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The following
tables set forth amounts for certain items in our consolidated financial statements expressed as a percentage of net revenue, before reimbursed out-of-pockets, from continuing operations and the percentage changes in dollar amounts of certain items
compared with the prior period. The following tables exclude revenue and costs related to reimbursable out-of-pocket expenses because they are not generated by the services we provide, do not yield any gross profit to us, and do not have any impact
on our net income. Thus, we believe this information is useful to our investors because it presents the revenue and expenses that are directly attributable to the services we provide to our clients and provides a more accurate picture of our
operations results and margins.



Percentage
of Net Revenue, before reimbursed out-of-pockets, from continuing operations



|                                             |  | For the Years Ended December 31, |        
|-------------------------------------------- |  | -------------------------------- | -------
|                                             |  | 2000                             |        
|                                             |  | Amount                           |        
|                                             |  | (dollars in thousands)           |        
|Net revenue: (1)                             |  |                                  |        
|Development                                  |  | $                                | 330,516
|Discovery sciences                           |  |                                  | 14,802 
|                                             |  |                                  |        
|                                             |  |                                  | 345,318
|Direct costs: (1)                            |  |                                  |        
|Development                                  |  |                                  | 166,586
|Discovery sciences                           |  |                                  | 5,978  
|                                             |  |                                  |        
|                                             |  |                                  | 172,564
|Research and development expenses            |  |                                  | 2,791  
|Selling, general and administrative expenses |  |                                  | 109,183
|Depreciation                                 |  |                                  | 16,291 
|Amortization                                 |  |                                  | 942    
|                                             |  |                                  |        
|Operating income                             |  | $                                | 43,547 
|                                             |  |                                  |        



|                                             |  | Percentage Change For the Years Ended December 31, |  
|-------------------------------------------- |  | -------------------------------------------------- | -
|                                             |  | 2001 vs. 2000                                      |  
|Net revenue: (1)                             |  |                                                    |  
|Development                                  |  | 22.1                                               | %
|Discovery sciences                           |  | 88.1                                               |  
|Total net revenue                            |  | 25.0                                               |  
|Direct costs: (1)                            |  |                                                    |  
|Development                                  |  | 17.7                                               |  
|Discovery sciences                           |  | 97.3                                               |  
|Research and development expenses            |  | 58.4                                               |  
|Selling, general and administrative expenses |  | 15.8                                               |  
|Depreciation                                 |  | 17.9                                               |  
|Amortization                                 |  | 13.0                                               |  



---

|(1) |  | Does not include reimbursed out-of-pockets and reimbursable out-of-pocket expenses. GAAP is defined as generally accepted accounting principles in the United
States.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Reconciliation of Non-GAAP numbers             |  | For the Years Ended December 31,
|---------------------------------------------- |  | --------------------------------
|                                               |  | 2000                            
|Total net revenue per statement of operations  |  | $                               
|Less: reimbursed out-of-pockets                |  |                                 
|                                               |  |                                 
|Total net revenue per schedule above           |  | $                               
|                                               |  |                                 
|Total direct costs per statement of operations |  | $                               
|Less: reimbursable out-of-pocket expenses      |  |                                 
|                                               |  |                                 
|Total direct costs per schedule above          |  | $                               
|                                               |  |                                 



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Year Ended December 31,
2002 Versus Year Ended December 31, 2001



Net
revenue increased $148.0 million in 2002, or 32.1%, to $608.7 million from $460.6 million for 2001. Net revenue, before reimbursed out-of-pockets, increased $131.1 million in 2002, or 30.4%, to $562.6 million from net revenue, before reimbursed
out-of-pockets, of $431.5 million for 2001. The Development Groups operations accounted for 96.9% of net revenue for 2002. The Development Group generated net revenue of $545.1 million, an increase of $141.4 million, or 35.0%, from 2001. The
increase in the Development Groups net revenue was primarily attributable to an increase in the size and number of contracts in the global contract research organization, or CRO, Phase 2 through 4 services. In addition, acquisitions in the
Development Group completed during 2002 contributed net revenue of $49.4 million for 2002.



The Discovery Sciences Group generated net revenue of $17.5 million in 2002, a decrease of $10.3 million, or 37.1%, from 2001. The higher 2001 Discovery Sciences net revenue was primarily
attributable to a milestone payment generated in the first quarter of 2001 from sublicensing the compound dapoxetine to ALZA Corporation, now a part of Johnson & Johnson.



Total direct costs increased 32.9% to $315.0 million in 2002 from $237.0 million in 2001. Total direct costs,
excluding reimbursable out-of-pocket expenses, increased 29.4% to $269.0 million in 2002 from $207.9 million in 2001, and decreased slightly as a percentage of net revenue to 47.8% in 2002 from 48.2% for 2001. Development Group direct costs
increased to $261.2 million in 2002 as compared to $196.1 million for 2001. This increase resulted primarily from increased personnel costs due to the increase in the size and number of contracts in the global CRO Phase 2 through 4 services and the
direct costs associated with acquisitions completed during 2002. Development Group direct costs decreased as a percentage of related net revenue from 48.6% in 2001 to 47.9% in 2002. This decrease was principally due to the mix of levels of personnel
involved in the contracts performed, variations in the utilization of personnel and the mix of contracts being performed during each period. Discovery Sciences direct costs decreased to $7.8 million in 2002 as compared to $11.8 million for 2001. The
higher 2001 Discovery Sciences direct costs were primarily due to the costs associated with sublicensing dapoxetine to ALZA in the first quarter of 2001.



R&D expenses increased 138.4% to $10.5 million in 2002 from $4.4 million in 2001. This increase was primarily attributable to an
increase in spending on R&D in the Discovery Sciences Group to develop intellectual property. As of the end of 2002, the Discovery Sciences Group had almost doubled the number of employees working on internal R&D projects as compared to the
end of 2001. We expect internal R&D spending to continue to increase in both target validation and the chemistry GGTase programs.



SG&A expenses increased 19.0% to $150.4 million in 2002 from $126.4 million in 2001. The increase was primarily attributable to
additional administrative personnel costs and an increase in recruiting, travel and training costs associated with new operational employees hired to support our expanding operations. As a percentage of net revenue, excluding reimbursed
out-of-pockets, SG&A expenses decreased to 26.7% in 2002 from 29.3% for 2001. This decrease is primarily attributable to the increase in revenue, and to a smaller extent, to increased efficiencies as our operations expand.



Depreciation expense increased $4.0 million, or 20.8%, to
$23.2 million in 2002 from $19.2 million in 2001. The increase was related to the depreciation of the increased investment in property and equipment due primarily to our growth. Capital expenditures were $36.5 million in 2002. The majority of our
capital investment in 2002 was due to additional facility and equipment costs to increase laboratory capacity, costs to enhance and expand our information technology capacity and computer software and hardware for new employees.



Amortization expense was $1.1 million in 2001 and $1.0 million
in 2002. During 2002, amortization of backlog associated with the acquisition of MRL accounted for $0.9 million of the amortization expense. During 2001, amortization of goodwill accounted for $0.9 million of the amortization expense. We adopted
SFAS No. 142 as of January 1, 2002 and no longer amortize goodwill in our financial statements. See Note 5 of Notes to Consolidated Financial Statements for a more detailed discussion of SFAS 142.



Operating income increased $35.9 million to $108.4 million in
2002, as compared to $72.6 million in 2001. As a percentage of net revenue, excluding reimbursed out-of-pockets, operating income increased to 19.3% of net



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revenue in 2002 from 16.8% in 2001. This increase was primarily due to our revenue growth and our focus on
controlling the increase in both direct and administrative costs.



During the first quarter of 2002, we recorded a $32.0 million write-down of the carrying value of our investment in DNA Sciences, Inc. for an other than temporary decline in value. Our investment in DNA Sciences was deemed
to be impaired as a result of historical and projected performance, cash needs and an independent valuation of the market value of DNA Sciences. During the fourth quarter of 2002, we recorded an impairment of equity investment of $1.8 million to
write down the carrying value of our investments in Gallery Systems, Inc. (formerly Digital Arts and Sciences Corporation) and IntraBiotics Pharmaceuticals, Inc. for an other than temporary decline in value.



Our provision for income taxes increased $9.9 million, or
34.4%, to $38.6 million in 2002, as compared to $28.7 million in 2001. We recorded a net tax benefit of $2.3 million and a deferred tax valuation allowance of $11.2 million associated with the $33.8 million impairment of equity investments. This
valuation allowance was recorded due to the uncertainty of utilizing the capital loss benefit prior to the expiration of the loss carryforward period. Our effective income tax rate, excluding this $2.3 million tax benefit and the related impairment
expense of $33.8 million, remained constant at approximately 36.5%.



Net income of $39.9 million in 2002 represents a decrease of $9.3 million from $49.2 million in 2001. This includes $33.8 million of impairment of equity investments and $2.3 million related to tax benefit. Net income per
diluted share of $0.72 in 2002 represents a decrease from $0.94 in net income per diluted share in 2001. Net income per diluted share of $0.72 in 2002 includes a loss of $0.57 related to the impairment of equity investments and the tax benefit
associated with this write-down.



Year Ended December 31, 2001
Versus Year Ended December 31, 2000



Net
revenue increased $87.9 million in 2001, or 23.6%, to $460.6 million from $372.7 million for 2000. Net revenue, before reimbursed out-of-pockets, increased $86.2 million in 2001, or 25.0%, to $431.5 million from net revenue, before reimbursed
out-of-pockets, of $345.3 million in 2000. The Development Groups operations accounted for 93.5% of net revenue for 2001. The Development Group generated net revenue of $403.7 million, an increase of $73.2 million, or 22.1%, from 2000. The
increase in the Development Groups net revenue was primarily attributable to an increase in the size, scope and number of contracts in the global CRO Phase 2 through 4 services, as well as the increase in the number of contracts in the North
America laboratory services.



The Discovery
Sciences Group generated net revenue of $27.8 million in 2001, an increase of $13.0 million, or 88.1%, from 2000. The growth in the Discovery Sciences operations was primarily attributable to revenue generated from sublicensing the compound
dapoxetine to ALZA Corporation in the first quarter of 2001 and the payments from Eli Lilly and Company in 2001 for relinquishing our rights to all compounds other than dapoxetine licensed by us in 1998.



Total direct costs increased 18.5% to $237.0 million in 2001
from $199.9 million in 2000. Total direct costs, excluding reimbursable out-of-pocket expenses, increased 20.5% to $207.9 million in 2001 from $172.6 million for 2000 and decreased as a percentage of net revenue to 48.2% in 2001 as compared to 50.0%
in 2000. The Development Groups direct costs increased to $196.1 million in 2001 as compared to $166.6 million in 2000. This increase resulted primarily from increased personnel costs due to the increase in the size and number of contracts in
the global CRO Phase 2 through 4 services. The Development Groups direct costs decreased as a percentage of related net revenue to 48.6% in 2001 from 50.4% in 2000. This decrease is principally due to the mix of levels of personnel involved in
the contracts performed, variations in the utilization of personnel and the mix of contracts being performed during each period.Discovery Sciences direct costs increased to $11.8 million in 2001 as compared to $6.0 million in 2000.
This increase was primarily due to the costs associated with sublicensing dapoxetine and the increase in the functional genomics services direct costs associated with its increased FTE revenue.



R&D expenses increased 58.4% to $4.4 million in 2001 from
$2.8 million in 2000. This increase was primarily due to the increase in spending on R&D in the Discovery Sciences Group. As of the end of 2001, the



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Discovery Sciences Group had more than double the number of employees working on R&D as compared to
the end of 2000.



SG&A expenses increased
15.8% to $126.4 million in 2001 from $109.2 million in 2000. The increase was primarily attributable to additional administrative personnel costs and an increase in recruiting and training costs associated with new hires to support our expanding
operations. As a percentage of net revenue, excluding reimbursed out-of-pockets, SG&A expenses decreased to 29.3% in 2001 from 31.6% in 2000. This decrease is primarily attributable to the increase in revenue and, to a smaller extent, to
increased efficiencies as our operations expand.



Depreciation expense increased $2.9 million, or 17.9%, to $19.2 million in 2001 from $16.3 million in 2000. The increase was related to the depreciation on the increased investment in property and equipment due primarily to our
growth. Capital expenditures were $41.9 million in 2001 as compared to $21.5 million in 2000. The majority of our capital investment in 2001 was for the acquisition of a new airplane to replace our previous plane, which was more than 27 years old,
additional facility costs related to our laboratories to increase capacity, additional software licenses related to our increase in headcount and additional scientific equipment in our laboratories.



Amortization expense remained relatively consistent at
approximately $1.1 million in 2001 as compared to $0.9 million for 2000. During 2001 and 2000, amortization of goodwill accounted for $0.9 million of the amortization expense.



Operating income increased $29.1 million to $72.6 million in 2001, as compared to $43.5 million in 2000. As a
percentage of net revenue, excluding reimbursed out-of-pockets, operating income increased to 16.8% of net revenue in 2001 from 12.6% in 2000. This increase was primarily due to our revenue growth and our focus on controlling the increase in both
direct and administrative costs.



Our provision
for income taxes increased $10.2 million, or 55.2%, to $28.7 million in 2001, as compared to $18.5 million in 2000. Our effective income tax rate increased to 36.9% in 2001 from 36.4% in 2000. Because we conduct operations on a global basis, our
effective tax rate has and will continue to depend upon the geographic distribution of our pretax earnings among locations with varying tax rates. In particular, as the geographic mix of our pre-tax earnings among various tax jurisdictions changes,
our effective tax rate might vary from period to period.



In October 2001, we made an investment in Apothogen, Inc. Given the involvement of the Chairman of our Board of Directors and our Chief Executive Officer in Apothogen, we were accounting for our investment in Apothogen under the
equity method of accounting. Equity in net loss of investee, net of income taxes, was $0.1 million for 2001. In April 2002, Apothogen was acquired by IntraBiotics Pharmaceuticals, Inc. and we received IntraBiotics common stock in exchange for our
stock in Apothogen. The investment in IntraBiotics no longer qualifies for equity method accounting.



Net income of $49.2 million in 2001 represents an increase of $16.9 million over $32.3 million in 2000. Net income per diluted share of
$0.94 in 2001 represents an increase from $0.64 in net income per diluted share in 2000.



Liquidity and Capital Resources



As of December 31, 2002, we had $181.2 million of cash and cash equivalents on hand. Our expected primary cash needs on both a short and long-term basis are for capital expenditures, expansion of services, possible acquisitions,
geographic expansion, working capital and other general corporate purposes. We have historically funded our operations and growth, including acquisitions, with cash flow from operations, borrowings and sales of our stock. We are exposed to changes
in interest rates on cash equivalents and amounts outstanding under notes payable, notes receivable and lines of credit. Our cash and cash equivalents are invested in financial instruments that are rated A or better by Standard & Poors or
Moodys and earn interest at market rates.



In 2002, our operating activities provided $105.8 million in cash as compared to $101.3 million last year. The increase in cash flow from operations is primarily due to an increase in our net revenues, an increase in



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operating margins as a
percentage of net revenues and our effort to control accounts receivable. In 2002, net income of $39.9 million, impairment of equity investments of $33.8 million, depreciation and amortization of $24.2 million and a net increase of $8.8 million in
net operating assets and liabilities were partially offset by the $1.6 million decrease in deferred income taxes.



In 2002, our investing activities used $78.8 million in cash. The net cash used for acquisitions of $50.6 million, purchases of
investments of $8.8 million and capital expenditures of $36.5 million were partially offset by $17.0 million received from the repayment of notes receivable.



In 2002, our financing activities provided $6.1 million in cash, as net proceeds from stock option exercises and purchases under our
employee stock purchase plan totaling $7.5 million and proceeds from long-term debt of $1.5 million were partially offset by $2.9 million in repayments of capital lease obligations.



Working capital as of December 31, 2002 was $187.7 million, compared to $152.8 million at December 31, 2001.
The increase in working capital was due primarily to the increase in accounts receivable and unbilled services, net, of $59.2 million and the increase in cash of $38.1 million which were partially offset by the increase in unearned income of $32.2
million, the increase in payables to investigators of $12.7 million and the increase in other accrued expenses of $19.1. The number of days revenue outstanding in accounts receivable and unbilled services, net of unearned income, also known as
DSO, were 35.4 and 43.0 days as of December 31, 2002 and December 31, 2001, respectively. This improvement is a result of a focused effort by management on improving the accounts receivable collection process along with temporary improved terms
regarding investigator fee down payments. We expect DSO in the future will fluctuate depending on the mix of contracts performed within a quarter and our success in collecting receivables.



We maintain a defined benefit pension plan for certain employees and former employees in the United Kingdom.
The projected benefit obligation for the benefit plan at December 31, 2002 and December 31, 2001, as determined in accordance with SFAS No. 87, Employers Accounting for Pensions, was $19.8 million and $14.8 million, respectively, and the
value of the plan assets was $13.3 million and $14.2 million, respectively. As a result, the plan was under-funded by $6.5 million at December 31, 2002 and by $0.6 million at December 31, 2001. Due to the decline in the fair market value of the plan
asset, it is likely that the amount of our contributions to the plan will increase from the $1.0 million of contributions made in 2002. In addition, we expect the pension cost to be recognized in the financial statements will decrease from the $1.3
million recognized in 2002 to approximately $1.2 million in 2003.



The expense to be recognized in future periods could increase further, depending upon the amount of the change in fair market value of the plan assets and the change in the projected benefit obligation.



The decrease in the market value of plan assets is likely to
cause the amount of the under-funded status to increase. Though we have not yet determined the exact amount of such under-funding, after completion of the actuarial valuations in 2003 we could be required to record an additional reduction to
shareholders equity. We recorded a reduction to shareholders equity in 2002 of $5.5 million. However, we do not believe the under-funded status of the pension plan will materially affect our results of operations, financial position or
cash flows. Moreover, given the impact that the discount rate and stock market performance have on the projected benefit obligation and market value of plan assets, future changes in either one of these may significantly reduce or increase the
amount of our pension plan under-funding.



In
June 2002, we amended our revolving credit facility for $50.0 million from Wachovia Bank, N.A., formerly known as First Union National Bank. The purpose of the amendment was to extend the expiration date. Indebtedness under the facility is unsecured
and subject to traditional covenants relating to financial ratios. Borrowings under this credit facility are available to provide working capital and for general corporate purposes. As of December 31, 2002, there was no amount outstanding under this
credit facility. This credit facility is currently scheduled to expire in June 2003, at which time any outstanding balance will be due.



In July 2002, we entered into a new revolving credit facility for $50.0 million with Bank of America, N. A. Indebtedness under the
facility is unsecured and subject to traditional covenants relating to financial ratios. Borrowings under this credit facility are available to provide working capital and for general corporate purposes. As



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of December 31, 2002, there was no amount outstanding under this credit facility. This credit facility is
currently scheduled to expire in June 2003, at which time any outstanding balance will be due.



In April 2000, we made an investment in Spotlight Health, Inc., formerly known as ADoctorInYourHouse.com. In January 2001, we entered into an agreement with Spotlight Health and Wachovia Bank, N.A. to
guarantee a revolving $2.0 million line of credit provided to Spotlight Health by Wachovia. Indebtedness under the line is unsecured and subject to traditional covenants relating to financial ratios. As of December 31, 2002, Spotlight Health had
$2.0 million outstanding under this credit facility. This credit facility is currently scheduled to expire in June 2003, at which time any outstanding balance will be due. We review the financial statements of Spotlight Health on a quarterly basis
to determine if it has sufficient financial resources to continue operations. While we do not have current concerns regarding Spotlight Healths ability to repay this facility, should events and circumstances in the future change Spotlight
Health might not be in the position to repay the facility and Wachovia might attempt to collect on our guaranty of this facility.



We expect to continue expanding our operations through internal growth and strategic acquisitions. We expect these activities will be
funded from existing cash, cash flow from operations and borrowings under our existing or future credit facilities. We believe that these sources of liquidity will be sufficient to fund our operations for the foreseeable future, but offer no
assurances. From time to time, we evaluate potential acquisitions and other growth opportunities, which might require additional external financing, and we might seek funds from public or private issuances of equity or debt securities. In
particular, our sources of liquidity could be affected by our dependence on a small number of industries and clients, compliance with regulations, international risks, personal injury, environmental or intellectual property claims, as well as other
factors described under Factors that Might Affect our Business or Stock Price, Potential Volatility of Quarterly Operating Results and Stock Price, Quantitative and Qualitative Disclosures about Market Risk, and
Critical Accounting Policies and Estimates.



Contractual Obligations and Commercial Commitments



Future minimum payments for all contractual obligations for years subsequent to December 31, 2002 are as follows (in thousands):



|                                            |  | Total |         |   | 2003 |   |        | 2004  - 2005 |  |   | 2006 - 2007 |   | 2008 and thereafter
|------------------------------------------- |  | ----- | ------- | - | ---- | - | ------ | ------------ |  | - | ----------- | - | -------------------
|                                           
|Long-term debt, including interest payments |  | $     | 11,112  |   |      | $ | 2,206  |              |  | $ | 2,323       |   |                    
|Operating leases                            |  |       | 158,500 |   |      |   | 26,071 |              |  |   | 47,118      |   |                    
|Less: sublease income                       |  |       | (414    | ) |      |   | (311   | )            |  |   | (103        | ) |                    
|                                            |  |       |         |   |      |   |        |              |  |   |             |   |                    
|Total                                       |  | $     | 169,198 |   |      | $ | 27,966 |              |  | $ | 49,338      |   |                    
|                                            |  |       |         |   |      |   |        |              |  |   |             |   |                    



Other
commercial commitments include the guarantee we provide on Spotlight Healths $2.0 million line of credit. See full details on this arrangement in the Liquidity and Capital Resources section.



Critical Accounting Policies and Estimates



The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and 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. We believe that the following are some of the more critical judgment areas in the application of our
accounting policies that affect our financial condition and results of operations. We have discussed the application of these critical accounting policies with our Board of Directors and its Finance & Audit Committee.



The majority of our revenues are recorded from fixed-price
contracts on a proportional performance basis. To measure performance, we compare actual direct costs incurred to estimated total contract direct costs, which is the best indicator of performance of the contract obligations as the costs relate to
the labor hours incurred to perform the service. Direct costs are primarily comprised of labor overhead related to the delivery of services. Each month costs are accumulated on each project and compared to the budget for that particular project.
This determines the percentage-of-completion on the project. This percentage is multiplied by the contract value to determine the



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amount of revenue that can be
recognized. Each month management reviews the budget on each project to determine if the assumptions within the budget are still correct and budgets are adjusted accordingly. As the work progresses, original estimates might be deemed incorrect due
to, among other things, revisions in the scope of work or patient enrollment rate, and a contract modification might be negotiated with the customer to cover additional costs. If not, we bear the risk of cost overruns. In the past, we have had to
commit unanticipated resources to complete projects, resulting in lower gross margins on those projects. We might experience similar situations in the future. Should our estimated costs on fixed price contracts prove to be low, future margins could
be reduced, absent our ability to negotiate a contract modification. We accumulate information on each project to refine our bidding process. Historically, the majority of our estimates and assumptions have been materially correct, but these
estimates might not continue to be accurate. In addition, clients generally may terminate a study at any time, which might cause unplanned periods of excess capacity and reduced revenues and earnings. To offset the effects of early terminations of
significant contracts, we attempt to negotiate the payment of an early termination fee as part of the original contract.



In our Discovery Science Group, we generate revenue from time to time in the form of milestone payments. Milestone payments are only
received and recognized as revenues if the specified milestone is achieved and accepted by the customer and continued performance of future research and development services related to that milestone are not required. Although these payments are
typically lower than up-front license fees, these payments can be significant because they are triggered as a result of achieving specified scientific milestones. Future potential milestone payments under various discovery contracts might never be
received if the milestones are not achieved.



Included in Accounts receivable and unbilled services, net on our consolidated balance sheets is a reserve for doubtful accounts. Generally, before we do business with a new client, we have a credit check performed on
that company to determine if they have a satisfactory credit rating. Senior management reviews the accounts receivable aging on a monthly basis to determine if any receivables will potentially be uncollectable. We include any accounts receivable
balances that are determined to be potentially uncollectable, along with a general reserve, in our overall reserve for doubtful accounts. After all attempts to collect the receivable have failed, the receivable is written off against the reserve.
Based on the information available to us, we believe our reserve for doubtful accounts as of December 31, 2002 was adequate. However, actual write-offs might exceed the recorded reserve.



Most of our investments consist of equity investments in private entities for which fair values are not
readily determinable. Therefore, all of our investments are recorded under the cost method of accounting. Many of our investments are in relatively early stage life sciences or biotechnology companies that do not have established products or proven
technologies and may not have any material revenue. Therefore, these investments are particularly subject to write-down for impairment whenever events or changes in circumstances indicate that the carrying amount of these investments may not be
recoverable. We assess our investment portfolio on a quarterly basis to determine whether declines in the market value of these securities are other than temporary. This quarterly review includes an evaluation of, among other things, the market
condition of the overall industry, historical and projected financial performance, expected cash needs and recent funding events. Given the nature of these companies, our assessments of value are subjective.



Based on estimates of future taxable profits and losses in
certain foreign tax jurisdictions, management determined that a valuation allowance of $0.6 million was required for specific foreign tax loss carryforwards as of December 31, 2002. If these estimates prove inaccurate, a change in the valuation
allowance, up or down, could be required in the future. We also recorded a total valuation allowance of $11,911 related to the impairment of certain equity investments, $770 of which relates to the tax effect of an item in other comprehensive
income. The valuation was determined based on the uncertainty regarding our ability to utilize some of the potential capital losses generated during the loss carryforward period. A change in any of the investees financial health and/or stock
price, or a change in our ability to utilize a potential capital loss, could require a change of valuation allowance in the future.



We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might
not be recoverable. If indicators of impairment were present, we would evaluate the carrying value of property and equipment in relation to estimates of future undiscounted cash flows. These undiscounted cash flows and fair values are based on
judgment and assumptions. Additionally, goodwill is tested for



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impairment on at least an
annual basis by comparing the underlying reporting units goodwill to their estimated fair value. We did not identify any impairment of goodwill during our transitional impairment test or annual impairment test of goodwill upon adoption of SFAS
142. These tests involved the use of estimates related to the fair market value of the reporting unit with which the goodwill was associated.



Recently Issued Accounting Standards



In June 2001, the Financial Accounting Standards Board (the FASB) issued Statement of Financial Accounting Standards No. 143,
Accounting for Asset Retirement Obligations, or SFAS No. 143, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS
143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part
of the carrying amount of the long-lived asset. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. We do not expect the adoption of this statement to have a material effect on our financial
statements.



In June 2002, the FASB issued
Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities, or SFAS No. 146. SFAS No. 146 addresses accounting and reporting for costs associated with exit or disposal
activities. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities
that are initiated after December 31, 2002. PPD does not expect the adoption of this statement to have a material effect on our financial statements.



In November 2001, the FASB issued Emerging Issues Task Force consensus No. 01-14, or EITF 01-14, Income Statement Characterization
of Reimbursements Received for Out-of-Pocket Expenses Incurred. EITF 01-14 requires that in cases where the contractor acts as a principal, reimbursements received for out-of-pocket expenses incurred be characterized as revenue and
the associated costs included as operating expenses in the income statement. PPD implemented this rule as of January 1, 2002 and, as required, has reclassified comparative financial information for 2000 and 2001. The implementation of this rule
resulted only in the gross-up of revenues and expenses and had no impact upon earnings.



At the October 2002 meeting of the Emerging Issues Task Force (EITF) of the FASB, the EITF reached a consensus on Issue 1 and Issue 2 of EITF Issue No. 02-17, Recognition of Customer
Relationship Intangible Assets Acquired in a Business Combination, (EITF 02-17). On Issue 1, the EITF concluded that the contractual-legal and separability criteria do not restrict the use of certain assumptions that would be used
in estimating the fair value of an intangible asset. Assumptions such as expectations of future contract renewals and other benefits related to the intangible asset must be considered in the estimates of fair value regardless of whether they meet
the contractual-legal or separability criteria. On Issue 2, the EITF concluded that the contractual-legal criterion provision of SFAS 141 applies if an entity has a practice of establishing contracts with its customers. Thus, an entity would
recognize a customer relationship at the date of the business combination even if there were no contracts in existence at that date since the entity has a practice of establishing contracts with its customers. The EITF also observed that this
consensus addresses only the recognition of customer relationships and does not address the valuation of such customer relationships. These consensuses should be applied on a prospective basis for all business combinations consummated after October
25, 2002. We do not expect the adoption of this consensus to have a material effect on our financial statements.



In November 2002, the EITF finalized its tentative consensus on EITF Issue 00-21, Revenue Arrangements with Multiple
Deliverables, which provides guidance on the timing and method of revenue recognition for sales arrangements that include the delivery of more than one product or service. EITF 00-21 is effective prospectively for arrangements entered into in
fiscal periods beginning after June 15, 2003. We are currently evaluating the impact of the adoption of this consensus on our financial statements.



In November 2002, the FASB issued Financial Accounting Standards Board Interpretation No. 45, or FIN 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statement Nos. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. FIN 45 clarifies the requirements of
FASB Statement No. 5, Accounting for



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Contingencies, relating
to the guarantors accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under
that guarantee. The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end after December 15, 2002. FIN 45s provisions for initial recognition and measurement should be applied on a
prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end. The guarantors previous accounting for guarantees that were issued before the date of FIN 45s initial
application may not be revised or restated to reflect the effect of the recognition and measurement provisions of FIN 45. We do not expect the adoption of this statement to have a material effect on our financial statements.



In December 2002, the FASB issued SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure  an Amendment of FASB Statement No. 123. This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement requires that companies having a year-end after December 15, 2002
follow the prescribed format and provide the additional disclosures in their annual reports. We do not expect the adoption of this statement to have a material effect on our financial statements.



Taxes



Because we conduct operations on a global basis, our effective tax rate has and will continue to depend upon
the geographic distribution of our pretax earnings among locations with varying tax rates. Our profits are also impacted by changes in the tax rates of the various taxing jurisdictions. In particular, as the geographic mix of our pre-tax earnings
among various tax jurisdictions changes, our effective tax rate might vary from period to period.



Inflation



Our long-term contracts, those in excess of one year, generally include an inflation or cost of living adjustment for the portion of the services to be performed beyond one year from the contract date. As a result, we expect that
inflation generally will not have a material adverse effect on our operations or financial condition.



Potential Liability and Insurance



Drug development services involve the testing of new drugs on human volunteers pursuant to a study protocol. This testing exposes us to the risk of liability for personal injury or death to patients
resulting from, among other things, possible unforeseen adverse side effects or improper administration of the new drug. Many of these patients are already seriously ill and are at risk of further illness or death. We attempt to manage our risk of
liability for personal injury or death to patients from administration of products under study through measures such as stringent operating procedures and contractual indemnification provisions with clients and through insurance maintained by
clients. We monitor our clinical trials in compliance with government regulations and guidelines. We have adopted global standard operating procedures intended to satisfy regulatory requirements in the United States and in many foreign countries and
serve as a tool for controlling and enhancing the quality of our clinical trials. The contractual indemnifications generally do not protect us against our own actions, such as negligence. We currently maintain professional liability insurance
coverage of up to $15.0 million per claim, with an annual aggregate policy limit of $15.0 million.



Potential Volatility of Quarterly Operating Results and Stock Price



Our quarterly and annual operating results have fluctuated in the past, and we expect that they will continue to fluctuate in the future.
Factors that could cause these fluctuations include:



| |  |  | our dependence on a small number of industries and clients;
| | - |  | -----------------------------------------------------------



| |  |  | the timing of the initiation, progress or cancellation of significant projects;
| | - |  | -------------------------------------------------------------------------------



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| |  |  | the mix of products and services sold in a particular period;
| | - |  | -------------------------------------------------------------

| |  |  | our need to recruit and retain experienced personnel;
| | - |  | -----------------------------------------------------

| |  |  | rapid technological change and the timing and amount of start-up costs incurred in connection with the introduction of new products and services;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | intellectual property risks;
| | - |  | ----------------------------

| |  |  | the timing of our Discovery Sciences Group milestone payments or other revenue;
| | - |  | -------------------------------------------------------------------------------

| |  |  | the timing of the opening of new offices;
| | - |  | -----------------------------------------

| |  |  | the timing of other internal expansion costs;
| | - |  | ---------------------------------------------

| |  |  | the timing and amount of costs associated with integrating acquisitions; and
| | - |  | ----------------------------------------------------------------------------

| |  |  | exchange rate fluctuations between periods.
| | - |  | -------------------------------------------



Delays and terminations of trials are often the result of actions taken by our customers or regulatory authorities and are not typically
controllable by us. Because a large percentage of our operating costs are relatively fixed while revenue is subject to fluctuation, variations in the timing and progress of large contracts can materially affect our quarterly operating results. We
believe that comparisons of our quarterly financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.



Fluctuations in quarterly results or other factors beyond our control could affect the market price of our
common stock. Such factors include changes in earnings estimates by analysts, market conditions in our industry, changes in pharmaceutical and biotechnology industries, general economic conditions, and differences in assumptions used as compared to
actual results. Any effect on our common stock could be unrelated to our longer-term operating performance.



Item 7A. Quantitative and Qualitative Disclosures about Market Risk



We are exposed to foreign currency risk by virtue of our international operations. We conduct business in several foreign countries.
Approximately 12.2%, 15.0% and 20.3% of our net revenues, less reimbursed out-of-pockets, for the years ended December 31, 2000, 2001 and 2002, respectively, were derived from operations outside the United States. Funds generated by each subsidiary
are generally reinvested in the country where they are earned. We have not, to date, engaged in derivative or hedging activities related to our potential foreign exchange exposures. Our operations in the United Kingdom generated more than 47% of our
2002 international net revenue, less reimbursed out-of-pockets, from international operations during 2002. Accordingly, we do have some exposure to adverse movements in the pound sterling and other foreign currencies. The United Kingdom has
traditionally had a relatively stable currency compared to our functional currency, the U.S. dollar. We anticipate that those conditions will continue for at least the next 12 months, but cannot make any guarantees.



The vast majority of our contracts are entered into by our
United States or United Kingdom subsidiaries. The contracts entered into by the United States subsidiaries are almost always denominated in United States dollars. Contracts entered into by our United Kingdom subsidiaries are generally denominated in
pounds sterling, United States dollars or Euros. Contractual provisions either limit or reduce the economic risk in certain transactions involving multiple currencies.



We do have some currency risk resulting from the passage of time between the invoicing of customers under
contracts and the ultimate collection of customer payments against those invoices. If a contract is denominated in a currency other than the subsidiarys local currency, we recognize a receivable at the time of invoicing for the local currency
equivalent of the foreign currency invoice amount. Changes in exchange rates from the time the invoice is prepared and payment from the customer is received will result in our receiving either more or less in local currency than the local currency
equivalent of the invoice amount at the time the invoice was prepared and the receivable established. We recognize this difference as a foreign currency transaction gain or loss, as applicable, and report it in other income, net. If exchange rates
were to change by 1% in the future, we do not expect this to have a material effect on our financial statements.



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Changes in
exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of foreign subsidiaries financial results into U.S. dollars for purposes of reporting our consolidated financial results. The process by
which each foreign subsidiarys financial results are translated to U.S. dollars is as follows:



| |  |  | income statement accounts are translated at average exchange rates for the period;
| | - |  | ----------------------------------------------------------------------------------

| |  |  | balance sheet assets and liability accounts are translated at end of period exchange rates; and
| | - |  | -----------------------------------------------------------------------------------------------

| |  |  | equity accounts are translated at historical exchange rates.
| | - |  | ------------------------------------------------------------



Translation of the balance sheet in this manner affects the shareholders equity account, referred to as the cumulative translation
adjustment account. This account exists only in the foreign subsidiarys U.S. dollar balance sheet and is necessary to keep the foreign balance sheet, stated in U.S. dollars, in balance. Translation adjustments are reported with accumulated
other comprehensive income (loss) as a separate component of shareholders equity. To date, cumulative translation adjustments have not been material to our consolidated financial position. However, adjustments could in the future be material
to our financial statements.



There are no
material exchange controls currently in effect in any country in which we conduct operations on the payment of dividends or otherwise restricting the transfer of funds outside these countries. Although we perform services for clients located in a
number of foreign jurisdictions, to date, we have not experienced any difficulties in receiving funds remitted from foreign countries. However, if any of these jurisdictions imposed or modified existing exchange control restrictions, the
restrictions could have an adverse effect on our financial condition.



We are exposed to changes in interest rates on our cash equivalents and amounts outstanding under notes payable and lines of credit. We invest our cash and cash equivalents in financial instruments with interest rates based
on financial market conditions. If interest rates were to change by 1% in the future, we do not expect this to have a material effect on our financial statements.



Item 8. Financial Statements and Supplementary Data



The information called for by this Item is set forth herein commencing on page F-1.



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



On February 25, 2002,
we dismissed our independent accountant, PricewaterhouseCoopers LLP (PwC), and engaged Deloitte & Touche LLP as our new independent accountant for the fiscal year ending December 31, 2002. The decision to change independent
accountants was recommended by our Finance & Audit committee and approved by our Board of Directors. During the two most recent fiscal years, neither of the PwCs reports on our financial statements contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles. During our two most recent fiscal years and through the date of PwCs dismissal, there have been no disagreements between us and PwC on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PwC, would have caused them to make a reference to the subject matter of the disagreements
in connection with their reports on the financial statements for such years.



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PART III



Certain information required by Part III is
omitted from this report, because the Registrant intends to file a definitive proxy statement for its 2003 Annual Meeting of Stockholders to be held on May 14, 2003 (the Proxy Statement) within 120 days after the end of its fiscal year
pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, and the information included therein is incorporated herein by reference to the extent provided below.



Item 10. Directors and Executive Officers of the Registrant



The information required by Item 10 of Form
10-K concerning the Registrants executive officers is set forth under the heading Executive Officers located at the end of Part I of this Form 10-K.



The other information required by Item 10 of Form 10-K is incorporated by reference to the information under
the headings Proposal No. 1  Election of Directors and Other Information-Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement.



Item 11. Executive Compensation



The information required by Item 11 of Form 10-K is incorporated by reference to the information under the
heading Proposal No. 1  Election of Directors  Information About the Board of Directors and Its Committees, Other Information  Executive Compensation Tables, Director Compensation,
Report of the Compensation Committee on Executive Compensation, Compensation Committee Interlocks and Insider Participation, and Performance Graph in the Proxy Statement.



Item 12. Security Ownership of Certain Beneficial Owners and Management



The information required by Item 12 of Form
10-K is incorporated by reference to the information under the heading Other Information  Principal Shareholders and Other Information  Equity Compensation Plan Information in the Proxy Statement.



Item 13. Certain Relationships and Related Transactions



The information required by Item 13 of Form 10-K is
incorporated by reference to the information under the heading Other Information  Certain Transactions in the Proxy Statement.



Item 14. Controls and Procedures



(a) Evaluation of disclosure controls and procedures. Our Principal Executive Officer and Principal Financial Officer have reviewed
and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within ninety days before the filing date of this annual report. Based on that evaluation, the
Principal Executive Officer and Principal Financial Officer have concluded that our current disclosure controls and procedures are effective.



(b)Changes in internal controls. There were no significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of evaluation.



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PART IV



Item 15. Exhibits and Reports on Form 8-K



(a) Financial Statements

| | 1. |  | The consolidated financial statements of the Company and its subsidiaries filed as part of this Report are listed in the attached Index to Consolidated Financial
Statements.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. |  | The schedule to the consolidated financial statements of the Company and its subsidiaries. None.
| | -- |  | ------------------------------------------------------------------------------------------------

| | 3. |  | The exhibits filed as part of this Report are listed in Item 15(c) below.
| | -- |  | -------------------------------------------------------------------------

(b) Reports on Form 8-K. None.

(c) Exhibits



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|2.1**       |  | Plan of Merger to Merge PPD Subsidiary, Inc. with and into Pharmaceutical
Product Development Clinical Research Unit, Inc. (PPD-CRU).                                                                                                                                                                                                                                                                                  
|           
|2.2**       |  | Plan of Merger to Merge PPD-Europe, Inc. (PPD Europe) with and
into the Registrant.                                                                                                                                                                                                                                                                                                                                    
|           
|2.3*        |  | Agreement and Plan of Reorganization, dated as of June 20, 1996, among the
Registrant, Wilmington Merger Corp. and Applied Bioscience International Inc.                                                                                                                                                                                                                                                                 
|           
|2.4*        |  | Stock and Asset Master Purchase Agreement by and among Huntingdon
International Holdings plc, Huntingdon Life Sciences Inc., Applied Bioscience International Inc. and Pharmaco LSR International Inc., dated as of November 1, 1995, incorporated by reference to Exhibit 2 to Applied Bioscience International
Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1996.
|           
|2.5*        |  | Stock Purchase Agreement among Applied Bioscience International Inc., PPD UK
Holdings Limited and Environ Holdings Inc. for the acquisition of all the capital stock of APBI Environmental Sciences Group, Inc., Environmental Assessment Group Limited and Environ International Limited, dated January 31,
1999.                                                                                                       
|           
|2.6*        |  | Agreement and Plan of Merger and Reorganization dated December 17, 2000,
between DNA Sciences, Inc., PIPO Acquisition Corp., and PPGx, Inc.                                                                                                                                                                                                                                                                              
|           
|2.7*        |  | Series C Preferred Stock Purchase Agreement dated December 17, 2000, between
DNA Sciences, Inc. and Pharmaceutical Product Development, Inc.                                                                                                                                                                                                                                                                             
|           
|2.8*        |  | Agreement and Plan of Reorganization dated January 28, 2002, by and among
Pharmaceutical Product Development, Inc., Subsidiary No. 8, LLC and Medical Research Laboratories International, Inc.                                                                                                                                                                                                                          
|           
|2.9*        |  | Share Purchase Agreement among Pharmaceutical Product Development, Inc., PPD
UK Holdings Limited, Evan A. Stein, M.D., Ph.D. and MRL Select Ltd. Co.                                                                                                                                                                                                                                                                     
|           
|3.1*        |  | Restated Articles of Incorporation.                                                                                                                                                                                                                                                                                                                                                                                      
|           
|3.2*        |  | Amended and Restated Bylaws.                                                                                                                                                                                                                                                                                                                                                                                             
|           
|10.8**      |  | Pharmaceutical Product Development, Inc. Equity Compensation Plan, effective
as of October 30, 1995.                                                                                                                                                                                                                                                                                                                     
|           
|10.35**     |  | Lease, dated January 26, 1994, by and between Michael James Lawton, Jeffrey
William Ware, Prudential Nominees Limited and Gabbay Group Limited.                                                                                                                                                                                                                                                                          
|           
|10.39**     |  | Lease Agreement, dated as of October 25, 1995, by and between PPD-CRU and
Perimeter Park West Associates Limited Partnership.                                                                                                                                                                                                                                                                                            
|           
|10.55**     |  | Lease made January 23, 1996 between PPD-CRU and Western Center Properties, Inc.                                                                                                                                                                                                                                                                                                                                          
|           
|10.59*      |  | First Amendment dated May 20, 1999 to Lease Agreement, dated October 25, 1995,
between PPD Development and Perimeter Park West Associates Limited Partnership.                                                                                                                                                                                                                                                           
|           
|10.60*      |  | First, Second and Third Amendments to Lease Agreement, dated March 25, 1996,
between PPD and BBC Family Limited Partnership.                                                                                                                                                                                                                                                                                             
|           
|10.61*      |  | Lease Agreement, dated March 25, 1996, between PPD and BBC Family Limited
Partnership.                                                                                                                                                                                                                                                                                                                                   
|           
|10.71*      |  | Lease Agreement by and between ABI (TX) QRS 12-11, Inc. and Pharmaco LSR
International Inc., incorporated by reference to Exhibit 10.43 to Applied Bioscience International Inc.s Annual Report on Form 10-K for the year ended December 31, 1995.                                                                                                                                                                      
|           
|10.86*      |  | Pharmaceutical Product Development, Inc. Employee Stock Purchase Plan, dated
May 15,1997.                                                                                                                                                                                                                                                                                                                                
|           
|10.87*      |  | Amendment to Employee Stock Purchase Plan, dated June 21,
1997.                                                                                                                                                                                                                                                                                                                                                          
|           
|10.88*      |  | Amendment to Stock Option Plan for Non-Employee Directors, dated May 15,
1997.                                                                                                                                                                                                                                                                                                                                           



45



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##### Table of Contents



|       
|-------
|10.89* 
|       
|10.90* 
|       
|10.93* 
|       
|10.110*
|       
|10.114*
|       
|10.116*
|       
|10.117*
|       
|10.118*
|       
|10.119*
|       
|10.122*
|       
|10.124*
|       
|10.131*
|       
|10.132*
|       
|10.133*
|       
|10.134*
|       
|10.143*
|       
|10.145*
|       
|10.146*
|       
|10.147*
|       
|10.154*
|       
|10.158*
|       
|10.159*
|       
|10.162*
|       
|10.163*
|       
|10.164*
|       
|10.165*
|       
|10.166 
|       
|10.167 
|       
|10.169 
|       
|10.170*



46



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##### Table of Contents

|       
|-------
|10.171*
|       
|10.173*
|       
|10.174*
|       
|10.175*
|       
|10.176*
|       
|10.177*
|       
|10.178*
|       
|10.180*
|       
|10.181*
|       
|10.182*
|       
|10.183*
|       
|10.184*
|       
|10.185*
|       
|10.186*
|       
|10.187*
|       
|10.188*
|       
|10.189*
|       
|10.190*
|       
|10.191*
|       
|10.192*
|       
|10.193*
|       
|10.194*
|       
|10.195*
|       
|10.196 
|       
|21     
|       
|23.1   
|       
|23.2   
|       
|99.1   



47



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##### Table of Contents

|    
|----
|99.2



|* |  | Previously filed.
|- |  | -----------------

|** |  | Incorporated by reference to the Registrants Registration Statement on Form S-1, as amended (File No. 33-98996).
|-- |  | -----------------------------------------------------------------------------------------------------------------



48



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##### Table of Contents



PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                     |  | Page
|---------------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors Report                                                                         |  | F-2 
|                                                                                                    
|Reports of Independent Accountants                                                                   |  | F-3 
|                                                                                                    
|Consolidated Statements of Operations for the Years Ended December 31, 2000, 2001 and 2002           |  | F-4 
|                                                                                                    
|Consolidated Balance Sheets as of December 31, 2001 and 2002                                         |  | F-5 
|                                                                                                    
|Consolidated Statements of Shareholders Equity for the Years Ended December 31, 2000, 2001 and 2002 |  | F-6 
|                                                                                                    
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 2001 and 2002           |  | F-7 
|                                                                                                    
|Notes to Consolidated Financial Statements                                                           |  | F-8 





F-1



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##### Table of Contents



INDEPENDENT AUDITORS REPORT







To the Board of Directors and Shareholders of

Pharmaceutical Product Development, Inc. and Subsidiaries

Wilmington, North Carolina



We have audited the accompanying consolidated balance sheet of Pharmaceutical Product Development, Inc. and subsidiaries as of December 31, 2002, and the
related consolidated statements of operations, shareholders equity, and cash flows for the year 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 audit.



We conducted our
audit 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 audit provides a reasonable basis for our opinion.



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







/s/ DELOITTE & TOUCHE LLP

Raleigh, North Carolina



January 24, 2003



F-2



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##### Table of Contents



REPORT OF INDEPENDENT ACCOUNTANTS







To the Board of Directors and Shareholders of

Pharmaceutical Product Development, Inc. and its Subsidiaries



In our opinion, the consolidated balance sheet as of December 31, 2001 and the related consolidated statements of operations, of shareholders equity
and of cash flows for each of the two years in the period ended December 31, 2001 present fairly, in all material respects, the financial position, results of operations and cash flows of Pharmaceutical Product Development, Inc. and its subsidiaries
at December 31, 2001 and for each of the two years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of
America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.







/s/ PricewaterhouseCoopers LLP

McLean, Virginia



January 25, 2002





F-3



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##### Table of Contents



PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands, except per share data)



|                                                      |  | 2000 |         |   | 2001 |   |         | 2002 | 
|----------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|Development revenues                                  |  | $    | 330,516 |   |      | $ | 403,701 |      | 
|Discovery sciences revenues                           |  |      | 14,802  |   |      |   | 27,840  |      | 
|Reimbursed out-of-pockets                             |  |      | 27,332  |   |      |   | 29,092  |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Net revenue                                           |  |      | 372,650 |   |      |   | 460,633 |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Direct costsDevelopment                              |  |      | 166,586 |   |      |   | 196,078 |      | 
|Direct costsDiscovery sciences                       |  |      | 5,978   |   |      |   | 11,794  |      | 
|Reimbursable out-of-pocket expenses                   |  |      | 27,332  |   |      |   | 29,092  |      | 
|Research and development expenses                     |  |      | 2,791   |   |      |   | 4,422   |      | 
|Selling, general and administrative expenses          |  |      | 109,183 |   |      |   | 126,391 |      | 
|Depreciation                                          |  |      | 16,291  |   |      |   | 19,200  |      | 
|Amortization                                          |  |      | 942     |   |      |   | 1,064   |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|                                                      |  |      | 329,103 |   |      |   | 388,041 |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Operating income                                      |  |      | 43,547  |   |      |   | 72,592  |      | 
|Interest:                                             |  |      |         |   |      |   |         |      | 
|Income                                                |  |      | 5,808   |   |      |   | 5,480   |      | 
|Expense                                               |  |      | (505    | ) |      |   | (535    | )    | 
|                                                      |  |      |         |   |      |   |         |      | 
|Interest income, net                                  |  |      | 5,303   |   |      |   | 4,945   |      | 
|Impairment of equity investments                      |  |      |        |   |      |   |        |      | 
|Other income, net                                     |  |      | 1,981   |   |      |   | 469     |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Income before provision for income taxes              |  |      | 50,831  |   |      |   | 78,006  |      | 
|Provision for income taxes                            |  |      | 18,521  |   |      |   | 28,747  |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Income before equity in net loss of investee          |  |      | 32,310  |   |      |   | 49,259  |      | 
|Equity in net loss of investee, net of income taxes   |  |      |        |   |      |   | 92      |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Net income                                            |  | $    | 32,310  |   |      | $ | 49,167  |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Net income per common share:                          |  |      |         |   |      |   |         |      | 
|Basic                                                 |  | $    | 0.65    |   |      | $ | 0.95    |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Diluted                                               |  | $    | 0.64    |   |      | $ | 0.94    |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Weighted average number of common shares outstanding: |  |      |         |   |      |   |         |      | 
|Basic                                                 |  |      | 49,930  |   |      |   | 51,689  |      | 
|Dilutive effect of stock options                      |  |      | 424     |   |      |   | 805     |      | 
|                                                      |  |      |         |   |      |   |         |      | 
|Diluted                                               |  |      | 50,354  |   |      |   | 52,494  |      | 
|                                                      |  |      |         |   |      |   |         |      | 



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





F-4



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2001 AND 2002

(in thousands, except share data)



|Assets                                                                                                                             |  |      |         |   |      |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | -
|                                                                                                                                   |  | 2001 |         |   | 2002 |  
|Current assets                                                                                                                     |  |      |         |   |      |  
|Cash and cash equivalents                                                                                                          |  | $    | 143,173 |   |      | $
|Accounts receivable and unbilled services, net                                                                                     |  |      | 140,744 |   |      |  
|Investigator advances                                                                                                              |  |      | 6,008   |   |      |  
|Prepaid expenses and other current assets                                                                                          |  |      | 10,507  |   |      |  
|Current maturities of note receivable                                                                                              |  |      | 500     |   |      |  
|Deferred tax asset, net                                                                                                            |  |      | 9,273   |   |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total current assets                                                                                                               |  |      | 310,205 |   |      |  
|Property and equipment, net                                                                                                        |  |      | 85,690  |   |      |  
|Goodwill                                                                                                                           |  |      | 7,590   |   |      |  
|Notes receivable, long-term portion                                                                                                |  |      | 17,000  |   |      |  
|Investments                                                                                                                        |  |      | 43,758  |   |      |  
|Intangible assets                                                                                                                  |  |      | 573     |   |      |  
|Other assets                                                                                                                       |  |      | 584     |   |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total assets                                                                                                                       |  | $    | 465,400 |   |      | $
|                                                                                                                                   |  |      |         |   |      |  
|Liabilities and Shareholders Equity                                                                                               |  |      |         |   |      |  
|Current liabilities                                                                                                                |  |      |         |   |      |  
|Accounts payable                                                                                                                   |  | $    | 8,210   |   |      | $
|Payables to investigators                                                                                                          |  |      | 7,988   |   |      |  
|Other accrued expenses                                                                                                             |  |      | 48,951  |   |      |  
|Unearned income                                                                                                                    |  |      | 82,336  |   |      |  
|Accrued income taxes                                                                                                               |  |      | 8,688   |   |      |  
|Current maturities of long-term debt and capital lease obligations                                                                 |  |      | 1,203   |   |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total current liabilities                                                                                                          |  |      | 157,376 |   |      |  
|Long-term debt and capital lease obligations, less current maturities                                                              |  |      | 1,871   |   |      |  
|Deferred rent and other                                                                                                            |  |      | 3,144   |   |      |  
|Accrued additional pension liability                                                                                               |  |      |        |   |      |  
|Deferred tax liability, net                                                                                                        |  |      | 374     |   |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total liabilities                                                                                                                  |  |      | 162,765 |   |      |  
|Commitments and contingencies (Notes 9 and 13)                                                                                     |  |      |         |   |      |  
|                                                                                                                                  
|Shareholders equity                                                                                                               |  |      |         |   |      |  
|Common stock, $0.10 par value, 95,000,000 shares authorized; 51,930,313 and 55,436,056
shares issued and outstanding, respectively |  |      | 5,193   |   |      |  
|Paid-in capital                                                                                                                    |  |      | 164,162 |   |      |  
|Retained earnings                                                                                                                  |  |      | 140,174 |   |      |  
|Deferred compensation                                                                                                              |  |      | (966    | ) |      |  
|Accumulated other comprehensive loss                                                                                               |  |      | (5,928  | ) |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total shareholders equity                                                                                                         |  |      | 302,635 |   |      |  
|                                                                                                                                   |  |      |         |   |      |  
|Total liabilities and shareholders equity                                                                                         |  | $    | 465,400 |   |      | $
|                                                                                                                                   |  |      |         |   |      |  



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





F-5



---

##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2000,
2001 AND 2002

(in thousands)



|                                                                                         |  | Common Shares |   |  | Par Value |       |   | Paid-in Capital |   |         | Retained Earnings |  | Deferred Compensation |         |  | Accumulated Other Comprehensive Loss |        |   | Total |   |        | Comprehensive Income | 
|---------------------------------------------------------------------------------------- |  | ------------- | - |  | --------- | ----- | - | --------------- | - | ------- | ----------------- |  | --------------------- | ------- |  | ------------------------------------ | ------ | - | ----- | - | ------ | -------------------- | 
|Balance December 31, 1999                                                                |  | 49,258        |   |  | $         | 4,926 |   |                 | $ | 131,566 |                   |  | $                     | 58,697  |  | $                                    |       |   |       | $ | (2,725 | )                    | 
|Net income                                                                               |  |               |   |  |           |       |   |                 |   |         |                   |  |                       | 32,310  |  |                                      |        |   |       |   |        |                      | 
|Other comprehensive income (loss):                                                       |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Translation adjustments                                                                  |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   | (2,380 | )                    | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Comprehensive income                                                                     |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Issuance of common shares for exercise of stock options and employee stock purchase
plan |  | 1,412         |   |  |           | 140   |   |                 |   | 9,028   |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Income tax benefit from exercise of stock options                                        |  |               |   |  |           |       |   |                 |   | 2,381   |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Balance December 31, 2000                                                                |  | 50,670        |   |  |           | 5,066 |   |                 |   | 142,975 |                   |  |                       | 91,007  |  |                                      |       |   |       |   | (5,105 | )                    | 
|Net income                                                                               |  |               |   |  |           |       |   |                 |   |         |                   |  |                       | 49,167  |  |                                      |        |   |       |   |        |                      | 
|Other comprehensive income (loss):                                                       |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Translation adjustments                                                                  |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   | (823   | )                    | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Comprehensive income                                                                     |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Issuance of common shares for exercise of stock options and employee stock purchase
plan |  | 1,200         |   |  |           | 121   |   |                 |   | 13,486  |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Income tax benefit from exercise of stock options                                        |  |               |   |  |           |       |   |                 |   | 6,258   |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Stock issued for deferred compensation                                                   |  | 60            |   |  |           | 6     |   |                 |   | 1,443   |                   |  |                       |         |  |                                      | (1,449 | ) |       |   |        |                      | 
|Amortization of stock compensation                                                       |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      | 483    |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Balance December 31, 2001                                                                |  | 51,930        |   |  |           | 5,193 |   |                 |   | 164,162 |                   |  |                       | 140,174 |  |                                      | (966   | ) |       |   | (5,928 | )                    | 
|Net income                                                                               |  |               |   |  |           |       |   |                 |   |         |                   |  |                       | 39,897  |  |                                      |        |   |       |   |        |                      | 
|Other comprehensive income (loss):                                                       |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Translation adjustments                                                                  |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   | 4,935  |                      | 
|Minimum pension liability, net of tax                                                    |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   | (5,533 | )                    | 
|Change in unrealized loss on investment                                                  |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   | (1,939 | )                    | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Comprehensive income                                                                     |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Issuance of common shares for exercise of stock options and employee stock purchase
plan |  | 461           |   |  |           | 46    |   |                 |   | 7,478   |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Issuance of shares in connection with acquisitions                                       |  | 3,060         |   |  |           | 306   |   |                 |   | 90,339  |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Income tax benefit from exercise of stock options                                        |  |               |   |  |           |       |   |                 |   | 1,870   |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Deferred stock compensation forfeited                                                    |  | (15           | ) |  |           | (1    | ) |                 |   | (349    | )                 |  |                       |         |  |                                      | 350    |   |       |   |        |                      | 
|Shareholder contribution                                                                 |  |               |   |  |           |       |   |                 |   | 54      |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Amortization of stock compensation                                                       |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      | 249    |   |       |   |        |                      | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 
|Balance December 31, 2002                                                                |  | 55,436        |   |  | $         | 5,544 |   |                 | $ | 263,554 |                   |  | $                     | 180,071 |  | $                                    | (367   | ) |       | $ | (8,465 | )                    | 
|                                                                                         |  |               |   |  |           |       |   |                 |   |         |                   |  |                       |         |  |                                      |        |   |       |   |        |                      | 













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





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands)





|                                                                                  |  | 2000 |         |   | 2001 |   |         | 2002 | 
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|Cash flows from operating activities:                                             |  |      |         |   |      |   |         |      | 
|Net income                                                                        |  | $    | 32,310  |   |      | $ | 49,167  |      | 
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |      |         |   |      |   |         |      | 
|Impairment of investments                                                         |  |      |        |   |      |   |        |      | 
|Depreciation and amortization                                                     |  |      | 17,233  |   |      |   | 20,264  |      | 
|Discount on note receivable                                                       |  |      |        |   |      |   | 1,500   |      | 
|Stock compensation amortization                                                   |  |      |        |   |      |   | 483     |      | 
|Provision for doubtful accounts                                                   |  |      | 1,060   |   |      |   | 973     |      | 
|Equity in net loss of investee                                                    |  |      |        |   |      |   | 92      |      | 
|Gain on sale of business                                                          |  |      | (498    | ) |      |   |        |      | 
|Gain on sale of investment                                                        |  |      |        |   |      |   |        |      | 
|Deferred income taxes                                                             |  |      | 1,879   |   |      |   | (4,361  | )    | 
|Loss on disposition of property and equipment, net                                |  |      | 34      |   |      |   | 438     |      | 
|Change in operating assets and liabilities, net of acquisitions:                  |  |      |         |   |      |   |         |      | 
|Accounts receivable and unbilled services, net                                    |  |      | (4,708  | ) |      |   | (23,317 | )    | 
|Prepaid expenses and investigator advances                                        |  |      | (2,519  | ) |      |   | (2,293  | )    | 
|Current income taxes                                                              |  |      | 6,190   |   |      |   | 16,739  |      | 
|Other assets                                                                      |  |      | (761    | ) |      |   | 411     |      | 
|Accounts payable, other accrued expenses and deferred rent                        |  |      | 8,927   |   |      |   | 9,754   |      | 
|Payable to investigators                                                          |  |      | (379    | ) |      |   | 2,450   |      | 
|Unearned income                                                                   |  |      | 3,172   |   |      |   | 28,951  |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Net cash provided by operating activities                                         |  |      | 61,940  |   |      |   | 101,251 |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Cash flows from investing activities:                                             |  |      |         |   |      |   |         |      | 
|Purchases of property and equipment                                               |  |      | (21,515 | ) |      |   | (41,889 | )    | 
|Proceeds from sale of property and equipment                                      |  |      | 225     |   |      |   | 946     |      | 
|Cash received from repayment of note receivable                                   |  |      | 500     |   |      |   | 500     |      | 
|Purchases of investments                                                          |  |      | (30,755 | ) |      |   | (5,095  | )    | 
|Net cash paid for acquisitions                                                    |  |      | (1,500  | ) |      |   |        |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Net cash used in investing activities                                             |  |      | (53,045 | ) |      |   | (45,538 | )    | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Cash flows from financing activities:                                             |  |      |         |   |      |   |         |      | 
|Principal repayments on long-term debt                                            |  |      | (94     | ) |      |   | (55     | )    | 
|Proceeds from long-term debt                                                      |  |      |        |   |      |   |        |      | 
|Repayment of capital lease obligations                                            |  |      | (429    | ) |      |   | (1,680  | )    | 
|Proceeds from exercise of stock options and employee stock purchase
plan          |  |      | 9,168   |   |      |   | 13,607  |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Net cash provided by financing activities                                         |  |      | 8,645   |   |      |   | 11,872  |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Effect of exchange rate changes on cash and cash equivalents                      |  |      | (2,380  | ) |      |   | (823    | )    | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Net increase in cash and cash equivalents                                         |  |      | 15,160  |   |      |   | 66,762  |      | 
|Cash and cash equivalents, beginning of the year                                  |  |      | 61,251  |   |      |   | 76,411  |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 
|Cash and cash equivalents, end of the year                                        |  | $    | 76,411  |   |      | $ | 143,173 |      | 
|                                                                                  |  |      |         |   |      |   |         |      | 



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





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands, except share and per share data)





1. Summary of
Operations and Significant Accounting Policies:



Nature of
Business



Pharmaceutical Product Development,
Inc. and its subsidiaries (collectively the Company) provide a broad range of research and development and consulting services in the development and discovery sciences segments. In the development segment, the Company provides services,
which include preclinical programs and Phase 1 to Phase 4 clinical development. In addition, the Company also offers post-market support services for drugs that have received approval for market use, such as product launch services, patient
compliance programs, and medical communications programs for consumer and healthcare providers on product use and adverse events. The discovery sciences services include functional genomics, which is the study of gene functions to identify drug
targets within the body, medicinal chemistry research and preclinical biology services, as well as preclinical evaluations of anticancer therapies. The Company provides services under contract to clients in the pharmaceutical, biotechnology and
other industries. The Company markets its development services primarily in the United States and Europe. The Companys discovery revenues have all been generated in the United States to date.



Principles of Consolidation



The accompanying consolidated financial statements include the
accounts and results of operations of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated, including transactions with the equity method investee.



Recent Accounting Pronouncements



In June 2001, the Financial Accounting Standards Board (the
FASB) issued Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, or SFAS No. 143, which addresses financial accounting and reporting for obligations associated with the retirement
of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair
value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company
does not expect the adoption of this statement to have a material effect on its financial statements.



In June 2002, the FASB issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities, or SFAS No. 146. SFAS No. 146 addresses accounting and reporting for costs associated with exit or disposal activities. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not expect the adoption of this statement to have
a material effect on its financial statements.



In November 2001, the FASB issued Emerging Issues Task Force consensus No. 01-14, or EITF 01-14, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred. EITF 01-14 requires that
in cases where the contractor acts as a principal, reimbursements received for out-of-pocket expenses incurred be characterized as revenue and the associated costs included as operating expenses in the income statement. The Company implemented this
rule as of January 1, 2002 and, as required, has reclassified comparative financial information for 2000 and 2001. The implementation of this rule resulted only in the gross-up of revenues and expenses and had no impact upon earnings. The Company
pays, on behalf of its customers, fees to investigators and test subjects, and other out-of-pocket costs, such as travel, printing, meetings, couriers, etc., for which the Company is reimbursed at cost, without mark-up or profit. The Company will
continue to exclude from revenue and





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Recent Accounting Pronouncements (continued)



expense in the income statement fees and associated reimbursements that we receive as an agent. During the twelve months ended December 31, 2000, 2001 and 2002, fees paid to investigators and other fees in which the Company acts as
an agent and the associated reimbursements were approximately $93.3 million, $127.0 million and $157.5 million, respectively.



At the October 2002 meeting of the Emerging Issues Task Force (EITF) of the FASB, the EITF reached a consensus on Issue 1 and
Issue 2 of EITF Issue No. 02-17, Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination, (EITF 02-17). On Issue 1, the EITF concluded that the contractual-legal and separability criteria do
not restrict the use of certain assumptions that would be used in estimating the fair value of an intangible asset. Assumptions such as expectations of future contract renewals and other benefits related to the intangible asset must be considered in
the estimates of fair value regardless of whether they meet the contractual-legal or separability criteria. On Issue 2, the EITF concluded that the contractual-legal criterion provision of SFAS 141 applies if an entity has a practice of establishing
contracts with its customers. Thus, an entity would recognize a customer relationship at the date of the business combination even if there were no contracts in existence at that date since the entity has a practice of establishing contracts with
its customers. The EITF also observed that this consensus addresses only the recognition of customer relationships and does not address the valuation of such customer relationships. These consensuses should be applied on a prospective basis for all
business combinations consummated after October 25, 2002. The Company does not expect the adoption of this consensus to have a material effect on its financial statements.



In November 2002, the EITF finalized its tentative consensus on EITF Issue 00-21, Revenue Arrangements
with Multiple Deliverables, which provides guidance on the timing and method of revenue recognition for sales arrangements that include the delivery of more than one product or service. EITF 00-21 is effective prospectively for arrangements
entered into in fiscal periods beginning after June 15, 2003. The Company is currently evaluating the impact of the adoption of this consensus on the Companys financial statements.



In November 2002, the FASB issued Financial Accounting Standards Board Interpretation No. 45 (FIN
45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statement Nos. 5, 57, and 107 and Rescission of FASB Interpretation No.
34. FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for Contingencies, relating to the guarantors accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45 requires that upon
issuance of a guarantee, the guarantor, must recognize a liability for the fair value of the obligation it assumes under that guarantee. The disclosure provisions of FIN 45 are effective for financial statements of interim or annual periods that end
after December 15, 2002. FIN 45s provisions for initial recognition and measurement should be applied on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end. The
guarantors previous accounting for guarantees that were issued before the date of FIN 45s initial application may not be revised or restated to reflect the effect of the recognition and measurement provisions of FIN 45. The Company does
not expect the adoption of this statement to have a material effect on its financial statements.





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Recent Accounting Pronouncements (continued)



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean Amendment of FASB Statement No. 123. This Statement amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This
statement requires that companies having a year-end after December 15, 2002 follow the prescribed format and provide the additional disclosures in their annual reports. The Company does not expect the adoption of this statement to have a material
effect on its financial statements.



Revenue Recognition



The Company records revenue from fixed-price
contracts on a proportional performance basis. To measure performance, the Company compares actual direct costs incurred to estimated total contract direct costs, which is the best indicator of the performance of the contract obligations as the
costs relate to the labor hours incurred to perform the service. Direct costs are primarily comprised of labor overhead related to the delivery of services. Revenues from time-and-material contracts are recognized as hours are incurred multiplied by
the billable rates for each contract. For our Phase I and laboratory businesses, revenues from unitized contracts are recognized as subjects or samples are tested multiplied by the price for each. In connection with the management of multi-site
clinical trials, the Company pays on behalf of its customers fees to investigators and test subjects, and other out-of-pocket costs, such as travel, printing, meetings, couriers, etc., for which we are reimbursed at cost. Effective January 1, 2002,
in connection with the required implementation of EITF 01-14, amounts paid by the Company as a principal for out-of-pocket costs are included in direct costs, while the reimbursements the Company receives as a principal are reported as reimbursed
out-of-pocket revenues in the income statement. The Company will continue to net revenue and expense in the income statement from fees and associated reimbursements that we receive as an agent.



If we determine that a loss will result from the performance
of a fixed-price contract, the entire amount of the estimated loss is charged against income in the period in which such determination is made. Most contracts are terminable either immediately or after a specified period following notice by the
client. These contracts typically require payment to the Company of expenses to wind down a study, fees earned to date, and in some cases, a termination fee or some portion of the fees or profit that could have been earned by the Company under the
contract if it had not been terminated early.



Discovery Sciences Group revenues also include nonrefundable technology license fees and milestone payments. The non-refundable license fees are generally up-front payments for the initial license of and access to our technology. For
nonrefundable license fees received at the initiation of license agreements for which the Company has an ongoing research and development commitment, the Company defers these fees and recognizes them ratably over the period of the related research
and development. For nonrefundable license fees received under license agreements where our continued performance of future research and development services is not required, the Company recognizes revenue upon delivery of the technology. In
addition to license fees, the Discovery Sciences Group also generates revenue from time to time in the form of milestone payments. Milestone payments are only received and recognized as revenues if the specified milestone is achieved and accepted by
the customer and continued performance of future research and development services related to that milestone are not required. Although these payments are typically lower than up-front license fees, these payments can be significant because they are
triggered as a result of achieving specified scientific milestones. The Company receives milestone payments in connection with sublicensing of compounds and in association with our target validation work.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Cash and Cash Equivalents



Cash and cash equivalents consist of unrestricted cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid investments which are rated A or better by Standard & Poors or
Moodys and which have a maturity of three months or less at the date of purchase.



Supplemental cash flow information consisted of the following:



|                                                              |  | Years Ended December 31,
|------------------------------------------------------------- |  | ------------------------
|                                                              |  | 2000                    
|Cash paid for interest                                        |  | $                       
|                                                              |  |                         
|Cash paid for income taxes, net                               |  | $                       
|                                                              |  |                         
|Assets acquired under capital leases                          |  | $                       
|                                                              |  |                         
|Property and equipment additions included in accounts payable |  | $                       
|                                                              |  |                         
|Investment acquired for PPGx stock                            |  | $                       
|                                                              |  |                         



Financial Instruments



In the fourth quarter of 1999, the Company
entered into a short sale and repurchase of U.S. Treasury bonds with a face value of $520,000. This transaction matured on May 15, 2000. The Company is required to record these financial instruments at their net fair value on each reporting date,
with any changes in the fair value recorded as either interest income or interest expense. Net interest expense of $349 was recognized related to this transaction at December 31, 2000.



Investigator Payments



Billings and payments to investigators are based on
predetermined contractual agreements that can differ from the accrual of the related costs. Investigator costs are recognized based upon the status of the work completed as a percentage of the total procedures required under the contract or based on
patient enrollment over the term of the contract. Payments made in excess of the accrued costs are classified as investigator advances, and accrued costs in excess of amounts paid are classified as payables to investigators in the consolidated
balance sheets. Contracted physician costs are considered a pass-through expense and are recorded as a reduction to revenues in the consolidated statements of operations.



Property and Equipment



Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method, based on
estimated useful lives of 40 to 50 years for buildings, five years for laboratory equipment, three years for computers and related equipment and four to ten years for furniture and equipment, except for the airplane which is being depreciated over
30 years. Leasehold improvements are depreciated over the shorter of the respective lives of the leases or the useful lives of the improvements. Property under capital leases is depreciated over the life of the lease or the service life, whichever
is shorter.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Internal Use Software



The
Company accounts for internal use software in accordance with the provisions of AICPA Statement of Position No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, which requires certain direct
costs and interest costs that are incurred during the application stage of development to be capitalized and amortized over the useful life of the software.



Goodwill



The excess of the purchase price of a business acquired over the fair value of net tangible assets, identifiable intangible assets
and acquired in-process research and development costs at the date of the acquisition has been assigned to goodwill. In accordance with SFAS 142, Goodwill and Other Intangible Assets, goodwill is no longer amortized but is evaluated for
impairment on at least an annual basis.



Realizability of
Carrying Value of Long-Lived Assets



The
Company reviews the recoverability of long-lived and finite-lived intangible assets when circumstances indicate that the carrying amount of assets may not be recoverable. This evaluation is based on various analyses including undiscounted cash flow
projections. In the event undiscounted cash flow projections indicate an impairment, the Company would record an impairment based on the fair value of the assets at the date of the impairment. Effective January 1, 2002, the Company accounts for
impairments under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Prior to the adoption of this standard, impairments were accounted for using SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of which was superceded by SFAS No. 144. No impairments of long-lived assets were recorded in 2000, 2001 or 2002.



Investments



Investments in publicly traded entities are classified as available-for-sale securities and are measured at market value. Net unrealized
gains or losses are recorded as a component of shareholders equity until realized or other than temporary decline has occurred. The market value is based on the closing price as quoted by the respective stock exchanges.



Additionally, investments consist of equity instruments in
private entities for which fair values are not readily determinable. All of the Companys investments in private entities are recorded under the cost or equity method of accounting. The Company assesses the market value of these entities on a
quarterly basis to determine whether declines in the market value of these securities are other than temporary. This quarterly review includes an evaluation of, among other things the market condition of the overall strategy, historical and
projected financial performance, expected cash needs and recent funding events.



Unbilled Services and Unearned Income



In general, prerequisites for billings are established by contractual provisions, including predetermined payment schedules, the achievement of contract milestones or submission of appropriate billing detail. Unbilled services arise
when services have been rendered but clients have not been billed. Conversely, unearned income represents amounts billed in excess of revenue recognized.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Income Taxes



Income taxes are computed using the asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the
Companys financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactment of changes in tax law or rates. If it is more likely than not that some
portion or all of a deferred tax asset will not be realized, a valuation allowance is recorded.



Concentration of Credit Risk



Statement of Financial Accounting Standards No. 105, Disclosure of Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit
Risk, requires disclosure of information about financial instruments with off-balance-sheet risk and financial instruments with concentrations of credit risk. Financial instruments that subject the Company to concentrations of credit risk
consist principally of accounts receivable, notes receivable and cash equivalents.



The Companys clients are primarily pharmaceutical and biotechnology companies. One customer accounted for 10.7% and 10.3% of consolidated net revenue in 2000 and 2001, respectively. These
revenues were derived from the Companys development segment. No single client accounted for more than 10% of the Companys net revenue in 2002. Concentrations of credit risk with respect to accounts receivable are limited to a degree due
to the large number of clients comprising the Companys client base. Ongoing credit evaluations of clients financial condition are performed and, generally, no collateral is required. The Company maintains reserves for potential credit
losses and these losses, in the aggregate, have historically not exceeded managements estimates.



The Companys cash equivalents consist principally of commercial paper. Bank deposits exceed the FDIC insurance limit. Based on the
nature of the financial instruments and/or historical realization of these financial instruments, the Company believes they bear minimal risk.



Comprehensive Income



The Company has elected to present this information in the Statements of Shareholders Equity. Components of comprehensive income
(loss) are net income and all other non-owner changes in equity.



The balances in accumulated other comprehensive loss are as follows:



|                                      |  | December 31, |       
|------------------------------------- |  | ------------ | ------
|                                      |  | 2001         |       
|Translation adjustment                |  | $            | (5,928
|Minimum pension liability, net of tax |  |              |      
|Unrealized loss on investment         |  |              |      
|                                      |  |              |       
|Total                                 |  | $            | (5,928
|                                      |  |              |       



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Foreign Currency Translations and Transactions



Assets and liabilities of foreign operations, where the functional currency is the local currency, are translated into U.S. dollars at the rate of exchange at each reporting date. Income and expenses are translated at the
average rates of exchange prevailing during the month in which a transaction occurs. Gains or losses from translating foreign currency financial statements are recorded in other comprehensive income. The cumulative translation adjustment included in
other comprehensive income for the years ended December 31, 2000, 2001 and 2002 totaled $(2,380), $(823) and $4,935, respectively. Foreign currency transaction gains and losses are not material and are included in other income, net.



Stock Dividend



On April 16, 2001, the Board of Directors declared a
one-for-one stock dividend. The record date for the dividend was April 27, 2001, and the distribution date for the dividend was May 11, 2001. All share and per share amounts for all periods presented in the accompanying consolidated financial
statements have been restated to reflect the effect of this stock dividend.



Earnings Per Share



The
computation of basic income per share information is based on the weighted average number of common shares outstanding during the year. The computation of diluted income per share information is based on the weighted average number of common shares
outstanding during the year plus the effects of any dilutive common stock equivalents. Excluded from the calculation of earnings per diluted share were 446,631, 35,113 and 387,999 shares during 2000, 2001 and 2002, respectively since they were
antidilutive.



Stock-Based Compensation



The Company accounts for stock-based compensation based on the
provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), which states that, for fixed plans, no compensation expense is recorded for stock options or other stock-based
awards to employees that are granted with an exercise price equal to or above the estimated fair value per share of the Companys common stock on the grant date. In the event that stock options are granted with an exercise price below the
estimated fair value of the Companys common stock at the grant date, the difference between the fair value of the Companys common stock and the exercise price of the stock option is recorded as deferred compensation. Deferred
compensation is amortized to compensation expense over the vesting period of the stock option. The Company has adopted the disclosure requirements of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation and Statement of Financial Accounting Standards No. 148, Accounting for Stock Based CompensationTransition and Disclosurean Amendment of FASB Statement No. 123, which requires compensation expense to be
disclosed based on the fair value of the options granted at the date of the grant. See Note 10.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





1. Summary of
Operations and Significant Accounting Policies (continued):



Stock-Based Compensation (continued)



Had compensation cost for the Companys stock option plan been determined based on the fair value at the grant dates for awards under the plan consistent with the method required by SFAS No. 123, the Companys net income
and diluted net income per common share would have been the pro forma amounts indicated below.



|                                                                                                                                          |  | Years Ended December 31, |       
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                                                                          |  | 2000                     |       
|Net income, as reported                                                                                                                   |  | $                        | 32,310
|Less: Total stock-based employee compensation expense determined under fair value based
method for all awards, net of related tax effects |  |                          | (3,376
|                                                                                                                                          |  |                          |       
|Pro forma net income                                                                                                                      |  | $                        | 28,934
|                                                                                                                                          |  |                          |       
|Earnings per share:                                                                                                                       |  |                          |       
|Basic  as reported                                                                                                                       |  | $                        | 0.65  
|Basic  pro forma                                                                                                                         |  | $                        | 0.58  
|Diluted  as reported                                                                                                                     |  | $                        | 0.64  
|Diluted  pro forma                                                                                                                       |  | $                        | 0.57  



Advertising Costs



Advertising costs are charged to operations
as incurred. Advertising costs were approximately $2,048, $1,390 and $1,038 for the years ended December 31, 2000, 2001 and 2002, respectively.



Research and Development Costs



Research and development costs are charged to operations as incurred. Research and development costs are listed as a separate line item on
the Companys consolidated statements of operations.



Reclassifications



We have
reclassified certain 2000 and 2001 financial statement amounts to conform to the 2002 financial statement presentation.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and 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.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





2. Acquisitions:



In February 2002, the Company acquired 100%
of the outstanding common stock of Medical Research Laboratories International, Inc. (MRL U.S.) and Medical Research Laboratories International, BVBA (MRL Belgium), collectively, MRL. MRL is part of the
Development segment of the Company. MRL U.S. operates a central laboratory in Highland Heights, Kentucky, near Cincinnati, Ohio, and MRL Belgium operates a central laboratory in Brussels, Belgium. MRL provides highly standardized efficacy and safety
testing services for pharmaceutical companies engaged in clinical drug development and is one of the largest central laboratory providers for Phase I-IV global studies involving agents used in cholesterol, endocrine, metabolic and cardiovascular
clinical research. The acquisition of MRL should enable the Company to expand the global development services that it offers to its customers. The results of operations are included in the Companys consolidated results of operations as of and
since February 19, 2002, the effective date of the acquisition. The Company acquired MRL for total consideration of $113.1 million, including $39.0 million in cash, $73.5 million in the Companys common stock (approximately 2.6 million
unregistered shares) and direct acquisition costs of $0.6 million for legal, appraisal and accounting fees.



In April 2002, the Company acquired Piedmont Research Center II, Inc, or PRC, a cancer research laboratory based in Morrisville, North
Carolina, that performs preclinical evaluations of anti-cancer therapies. The research facility serves national and international pharmaceutical and biotechnology companies. PRC is part of the Discovery segment of the Company. The acquisition of PRC
should enable the Company to add another dimension to its vertically integrated oncology program, spanning from early discovery through clinical development. PRC provides the Companys clients another method of cost-effective evaluation of drug
candidates. The results of operations are included in the Companys consolidated results of operations as of and since April 1, 2002, the effective date of the acquisition. The Company acquired PRC for total consideration of $19.6 million,
including $2.4 million in cash, $17.1 million in the Companys common stock (0.5 million unregistered shares) and direct acquisition costs of $0.1 million for legal and accounting fees.



In June 2002, the Company acquired Complete Software
Solutions, Inc., or CSS, a technical consulting firm offering implementation, validation and training services as well as specialized software for pharmaceutical and biotechnology industries. CSS is part of the Development segment of the Company.
The acquisition of CSS should expand the Companys informatics range of services and international reach, as well as its client base. With the acquisition of CSS, the Company will be able to offer a broader range of informatics solutions
to a wider range of clients. The results of operations are included in the Companys consolidated results of operations as of and since June 12, 2002, the effective date of the acquisition. The Company acquired CSS for total consideration of
$16.8 million in cash.



In June 2002, the Company
acquired ProPharma Pte Ltd, an Asian-based clinical research organization with experience in managing pan-Asian clinical trials. ProPharma is part of the Development segment of the Company. The acquisition of ProPharma should enable the Company to
expand its geographic reach and provide its clients country-specific expertise with extensive networks for clinical trials in key markets in Asia. The results of operations are included in the Companys consolidated results of operations as of
and since June 27, 2002, the effective date of the acquisition. The Company acquired ProPharma for total consideration of $3.0 million in cash. In addition, the Company agreed to pay up to $1.4 million as additional purchase price, depending upon
the financial performance of ProPharma for a specified period following the acquisition.



These acquisitions were accounted for using the purchase method of accounting; utilizing appropriate fair value techniques to allocate the purchase price based on the estimated fair values of the
assets and liabilities. Accordingly, the estimated fair value of assets acquired and liabilities assumed were included in the Companys consolidated balance sheet as of the effective date of the acquisitions.



F-16



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





2. Acquisitions
(continued):



The total purchase price was
allocated to the estimated fair value of assets acquired and liabilities assumed as set forth in the following table:



|                                         |  | MRL |         |   | PRC |   |        | CSS |  |   | ProPharma |   |  | Total |      
|---------------------------------------- |  | --- | ------- | - | --- | - | ------ | --- |  | - | --------- | - |  | ----- | -----
|Condensed balance sheet:                 |  |     |         |   |     |   |        |     |  |   |           |   |  |       |      
|Current assets                           |  | $   | 16,129  |   |     | $ | 824    |     |  | $ | 957       |   |  | $     | 1,023
|Property and equipment, net              |  |     | 8,308   |   |     |   | 822    |     |  |   | 34        |   |  |       | 116  
|Current liabilities                      |  |     | (7,814  | ) |     |   | (1,245 | )   |  |   | (870      | ) |  |       | (252 
|Long-term capital lease obligation       |  |     | (1,107  | ) |     |   | (457   | )   |  |   |          |   |  |       |     
|Deferred tax liability                   |  |     | (2,553  | ) |     |   | (4     | )   |  |   |          |   |  |       |     
|Value of identifiable intangible assets: |  |     |         |   |     |   |        |     |  |   |           |   |  |       |      
|Backlog                                  |  |     | 2,100   |   |     |   |       |     |  |   |          |   |  |       |     
|Goodwill                                 |  |     | 98,056  |   |     |   | 19,721 |     |  |   | 16,645    |   |  |       | 2,113
|                                         |  |     |         |   |     |   |        |     |  |   |           |   |  |       |      
|Total                                    |  | $   | 113,119 |   |     | $ | 19,661 |     |  | $ | 16,766    |   |  | $     | 3,000
|                                         |  |     |         |   |     |   |        |     |  |   |           |   |  |       |      



The
purchase price allocations for the acquisitions are based on preliminary estimates, using available information and making assumptions management believes are reasonable. Accordingly, purchase price allocations are subject to finalization within one
year of the acquisition. Goodwill will be evaluated annually as required by SFAS 142.



Goodwill related to MRL, PRC and ProPharma is not expected to be deductible for tax purposes. Goodwill related to CSS is expected to be deductible for tax purposes.



The unaudited pro forma results from operations for the
Company assuming the acquisitions were consummated as of January 1, 2001 and 2002 were as follows:



|                  |  | Years Ended December 31,
|----------------- |  | ------------------------
|                  |  | 2001                    
|Total revenue     |  | $                       
|Net income        |  | $                       
|Income per share: |  |                         
|Basic             |  | $                       
|Diluted           |  | $                       



The
above amounts are based upon certain assumptions and estimates. The Company believes these assumptions and estimates are reasonable and do not reflect any benefit from economies that might be achieved from combined operations. Pro forma adjustments
were made to amortization, interest income and income tax. The pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the acquisitions taken place at the
beginning of the period indicated or of future results of operations of the combined companies.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





3. Accounts Receivable
and Unbilled Services:



Accounts receivable
and unbilled services consisted of the following:



|                              |  | December 31, |        
|----------------------------- |  | ------------ | -------
|                              |  | 2001         |        
|Trade:                        |  |              |        
|Billed                        |  | $            | 99,877 
|Unbilled                      |  |              | 43,748 
|Reserve for doubtful accounts |  |              | (2,881 
|                              |  |              |        
|                              |  | $            | 140,744
|                              |  |              |        



The
Company had 19.4% and 21.7% of its accounts receivable and unbilled services in locations outside the United States as of December 31, 2001 and 2002, respectively. Operations in the United Kingdom comprised 78.3% and 77.3% of this balance as of
December 31, 2001 and 2002, respectively. The United Kingdom has traditionally had a relatively stable currency compared to our functional currency, the U.S. dollar.



Change in reserve for doubtful accounts consisted of the following:



|                                        |  | Years Ended December 31, |      
|--------------------------------------- |  | ------------------------ | -----
|                                        |  | 2000                     |      
|Balance at beginning of year            |  | $                        | 1,066
|Additions charged to costs and expenses |  |                          | 1,060
|Deductions                              |  |                          | (172 
|Acquisitions                            |  |                          |     
|                                        |  |                          |      
|Balance at end of year                  |  | $                        | 1,954
|                                        |  |                          |      



4. Property and
Equipment:



Property and equipment, stated at
cost, consisted of the following:



|                                               |  | December 31, |        
|---------------------------------------------- |  | ------------ | -------
|                                               |  | 2001         |        
|Land                                           |  | $            | 1,245  
|Buildings and leasehold improvements           |  |              | 21,088 
|Construction in progress and asset deposits    |  |              | 9,864  
|Furniture and equipment                        |  |              | 77,102 
|Computer equipment and software                |  |              | 54,211 
|                                               |  |              |        
|                                               |  |              | 163,510
|Less accumulated depreciation and amortization |  |              | (77,820
|                                               |  |              |        
|                                               |  | $            | 85,690 
|                                               |  |              |        



The
annual depreciation charges on property and equipment for the years ended December 31, 2000, 2001 and 2002 were $16,291, $19,200 and $23,189, respectively.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





4. Property and
Equipment (continued):



Property and
equipment under capital leases, stated at cost, consisted of the following:



|                                               |  | December 31, |       
|---------------------------------------------- |  | ------------ | ------
|                                               |  | 2001         |       
|Buildings and leasehold improvements           |  | $            |      
|Computer equipment and software                |  |              | 4,781 
|                                               |  |              |       
|                                               |  |              | 4,781 
|Less accumulated depreciation and amortization |  |              | (1,706
|                                               |  |              |       
|                                               |  | $            | 3,075 
|                                               |  |              |       



5. Goodwill and
Intangible Assets:



In July 2001, the FASB
issued Statement of Financial Accounting Standards No. 141, Business Combinations, which eliminated the pooling of interests method of accounting for all business combinations initiated after June 30, 2001 and addresses the initial
recognition and measurement of goodwill and other intangible assets acquired in a business combination. In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, or SFAS No.
142. The Company adopted SFAS No. 142 as of January 1, 2002. SFAS No. 142 addresses the financial accounting and reporting standards for the acquisition of intangible assets outside of a business combination and for goodwill and other intangible
assets subsequent to their acquisition. SFAS No. 142 requires that goodwill be separately disclosed from other intangible assets in the statement of financial position, and no longer be amortized but tested for impairment on at least an annual
basis. The provisions of this accounting standard also require the completion of a transitional impairment test within six months of adoption. The Company has completed the transitional impairment test as of January 1, 2002 and the annual impairment
test as of October 1, 2002 and did not identify any impairments of goodwill. These tests involved determining the fair market value of each of the reporting units with which the goodwill was associated and comparing the estimated fair market value
of each of the reporting units with its carrying amount. Additionally, SFAS No. 142 requires intangible assets that do not meet the criteria for recognition apart from goodwill to be reclassified. As a result of the Companys analysis, no
reclassifications to goodwill were required as of January 1, 2002.



In accordance with SFAS No. 142, the Company discontinued the amortization of goodwill effective January 1, 2002. A reconciliation of previously reported net income and earnings per share to the amounts adjusted for the
exclusion of goodwill amortization follows:



|                                  |  | Years Ended December 31,
|--------------------------------- |  | ------------------------
|                                  |  | 2000                    
|Reported net income               |  | $                       
|Add: Goodwill amortization        |  |                         
|                                  |  |                         
|Adjusted net income               |  | $                       
|                                  |  |                         
|Reported basic income per share   |  | $                       
|Add: Goodwill amortization        |  |                         
|                                  |  |                         
|Adjusted basic income per share   |  | $                       
|                                  |  |                         
|Reported diluted income per share |  | $                       
|Add: Goodwill amortization        |  |                         
|                                  |  |                         
|Adjusted diluted income per share |  | $                       
|                                  |  |                         



F-19



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





5. Goodwill and
Intangible Assets (continued):



Changes in
the carrying amount of goodwill for the twelve months ended December 31, 2001 and 2002, by operating segment, were as follows:



|                                    |  | Development |         |   | Discovery |   |        | Total | 
|----------------------------------- |  | ----------- | ------- | - | --------- | - | ------ | ----- | 
|Balance as of January 1, 2001       |  | $           | 8,190   |   |           | $ | 844    |       | 
|Amortization                        |  |             | (836    | ) |           |   | (93    | )     | 
|Translation adjustments             |  |             | (515    | ) |           |   |       |       | 
|                                    |  |             |         |   |           |   |        |       | 
|Balance as of December 31, 2001     |  | $           | 6,839   |   |           | $ | 751    |       | 
|                                    |  |             |         |   |           |   |        |       | 
|                                   
|                                    |  | Development |         |   | Discovery |   |        | Total | 
|Balance as of January 1, 2002       |  | $           | 6,839   |   |           | $ | 751    |       | 
|Goodwill acquired during the period |  |             | 116,814 |   |           |   | 19,721 |       | 
|Translation adjustments             |  |             | 3,283   |   |           |   |       |       | 
|                                    |  |             |         |   |           |   |        |       | 
|Balance as of December 31, 2002     |  | $           | 126,936 |   |           | $ | 20,472 |       | 
|                                    |  |             |         |   |           |   |        |       | 



Information regarding the Companys other intangible assets follows:



|                                |  | As of December 31, 2001 |       | As of December 31, 2002 
|------------------------------- |  | ----------------------- | ----- | ------------------------
|                                |  | Carrying Amount         |       | Accumulated Amortization
|Backlog                         |  | $                       |      |                         
|Patents                         |  |                         | 280   |                         
|License agreements              |  |                         | 500   |                         
|Miscellaneous intangible assets |  |                         | 986   |                         
|                                |  |                         |       |                         
|Total                           |  | $                       | 1,766 |                         
|                                |  |                         |       |                         



All
intangible assets are amortized on a straight-line basis, based on estimated useful lives of two years for backlog, five years for patents, ten years for license agreements and two to ten years for miscellaneous intangible assets. The weighted
average amortization period for all intangibles is approximately 2.5 years.



Amortization expense for the twelve months ended December 31, 2000, 2001 and 2002 was $942, $1,064 and $1,042, respectively. Amortization expense included goodwill amortization during 2000 and 2001.
Estimated amortization expense for the next five years is as follows:



|2003 |  | $ | 1,145
|---- |  | - | -----
|2004 |  |   | 215  
|2005 |  |   | 59   
|2006 |  |   | 50   
|2007 |  |   | 50   



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





6. Notes Receivable:



Notes receivable consisted of the following



|                                                            |  | December 31, |       
|----------------------------------------------------------- |  | ------------ | ------
|                                                            |  | 2001         |       
|Note receivable from sale of environmental sciences segment |  | $            | 16,500
|Other note receivable                                       |  |              | 1,000 
|                                                            |  |              |       
|                                                            |  |              | 17,500
|Less current maturities                                     |  |              | (500  
|                                                            |  |              |       
|                                                            |  | $            | 17,000
|                                                            |  |              |       



The note
receivable related to the sale of the Companys environmental sciences segment was to be paid over twelve years. The first four years were interest-only payments with the first interest payment received on December 31, 1999. Principal payments
were to commence on December 31, 2003. The interest rate on the note was 8%. During the fourth quarter of 2001, the Company negotiated a pre-payment of this note receivable and recorded a $1,500 discount. During 2002, this note receivable was paid
in full.



The other note receivable relates to
the sale of a prior business and bears interest at a rate of 10% and is payable over a five-year period, which began on February 27, 1998, in equal annual payments.



7. Investments:



Investments consisted of the following:





|                                                        |  | December 31,
|------------------------------------------------------- |  | ------------
|                                                        |  | 2001        
|Investment in DNA Sciences, Inc.                        |  | $           
|Investment in Spotlight Health                          |  |             
|Investment in Surromed, Inc.                            |  |             
|Investment in SLIL Biomedical Corp.                     |  |             
|Investment in BioDelivery Sciences International, Inc.  |  |             
|Investment in Gallery Systems, Inc. (formerly DAS)      |  |             
|Investment in CancerConsultants                         |  |             
|Investment in IntraBiotics (formerly Apothogen)         |  |             
|Investment in Signature Bioscience (formerly PrimeCyte) |  |             
|Investment in Oriel Therapeutics, Inc.                  |  |             
|                                                        |  |             
|                                                        |  | $           
|                                                        |  |             



In
February 1999, the Company invested in PPGx, an entity formed together with Axys Pharmaceuticals, Inc. (Axys) to pursue the business of pharmacogenomics. The Company contributed $1,500 and the net assets of its subsidiary, Intek, and
assigned the rights to a software license from Axys for an 18.2% ownership interest in PPGx. In December 2000, the Company exercised its option to increase its ownership of PPGx to 50% for $5,900 and subsequently sold its investment in PPGx to DNA
Sciences, Inc. for approximately 1.5 million shares of DNA Sciences Series D preferred stock. As a result of this transaction, the Company recognized a gain of $498. In conjunction with this transaction, the Company repaid a $4,560 loan on
PPGxs behalf and forgave a note receivable from PPGx in the amount of $1,065. Additionally, in December 2000, the Company purchased approximately 1.5 million shares of DNA Sciences Series C preferred stock for $15,000 in cash. The Company owns
approximately 1.5 million shares of DNA Sciences Series C preferred stock and approximately 1.5 million shares of DNA Sciences, Inc. Series D preferred stock, representing a 10.8% and 8.46% ownership interest as of December 31, 2001 and 2002,
respectively. During the first quarter of 2002, the Company recorded a charge to earnings for an other than temporary decline in the fair market value of its investment in DNA Sciences of approximately $32.0



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





7. Investments
(continued):



million. The investment in DNA Sciences was
deemed to be impaired as a result of the market condition of the overall industry, historical and projected performance, cash needs and an independent valuation of the market value of DNA Sciences.



In April 2000, the Company purchased 1.0 million shares of
Spotlight Health Series C convertible preferred stock, which represented approximately 7.6% and 7.5% ownership of Spotlight Health as of December 31, 2001 and 2002, respectively. In January 2001, the Company entered into an agreement with Spotlight
Health and First Union National Bank, now Wachovia, to serve as the guarantor of a $2,000 revolving line of credit from First Union. Indebtedness under the line is unsecured and subject to traditional covenants relating to financial ratios. As of
December 31, 2002, there was $2,000 outstanding under this credit facility. This credit facility is currently scheduled to expire in June 2003, at which time any outstanding balance is due. Further extensions of this guarantee beyond June 2003 are
possible.



In April 2002, the Company purchased
1.0 million shares of SurroMed, Inc. Series E preferred stock for $5.0 million, which represented a 2.8% ownership interest in SurroMed as of December 31, 2002. SurroMed is a private company that has developed a proprietary technology for biological
markers.



In November 2001, the Company purchased
2.0 million shares of SLIL Biomedical Series C preferred stock, which represented an 18.7% and 18.4% ownership interest as of December 31, 2001 and 2002, respectively. In connection with this investment, the Company also received a warrant to
purchase up to $1,175 of stock SLIL Biomedical issues in connection with a future institutional offering, at the price per share in that offering.



In June 2002, the Company purchased approximately 0.7 million units of BioDelivery Sciences International, Inc. for $3.6 million. Each
unit consists of one share of common stock and one warrant for common stock. The Companys common stock in BioDelivery Sciences International represented less than 1.0% ownership interest in BioDelivery Sciences Internationals outstanding
common stock as of December 31, 2002. BioDelivery Sciences International is a publicly traded company. The Company records an unrealized gain or loss related to this investment at the end of each quarter based on the closing price of this investment
at the end of each period. As of December 31, 2002, the Company had recorded an unrealized loss of $1,939 related to this investment.



The Company owns 0.6 million shares of Gallery Systems, formerly Digital Arts and Sciences Corporation or DAS, Series D preferred stock,
which represented a 6.7% and 6.8% ownership interest of December 31, 2001 and 2002, respectively. During the fourth quarter of 2002, the Company recorded a charge to earnings for an other than temporary decline in the fair market value of its
investment in Gallery Systems of $1.5 million.



In December 2000, the Company purchased approximately 0.3 million shares of CancerConsultants common stock, which represented a 2.7% ownership interest as of December 31, 2001 and 2002. The Company also received, as part of the
purchase, a warrant to purchase approximately 0.2 million shares of CancerConsultants common stock at an exercise price of $1.25 per common share.



In October 2001, the Company made an investment in Apothogen, Inc., a new company formed with JPMorgan Partners (BHCA), L.P., the Chairman
of the Companys Board of Directors and the Chief Executive Officer of the Company to engage in the business of acquiring, developing and commercializing pharmaceutical products. As of December 31, 2001, the Company had contributed $295 to
Apothogen for Series A convertible preferred stock. Given the involvement of the Chairman of the Companys Board of Directors and the Chief Executive Officer of the Company, the Company was accounting for its investment in Apothogen under the
equity method of accounting. Accordingly, based on the Companys ownership interest of 14.75% of Apothogens Series A convertible preferred stock, the Company was recognizing 14.75% of the net earnings or losses of Apothogen.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)







7. Investments (continued):



In April 2002, Apothogen was acquired by IntraBiotics Pharmaceuticals, Inc. As a result of the acquisition, the Company received shares of
IntraBiotics common stock representing less than 1.0% ownership interest of IntraBiotics outstanding common stock. As of December 31, 2002, the Companys ownership interest was still less than 1.0%. During the fourth quarter of 2002, the
Company recorded a charge to earnings for an other than temporary decline in the fair market value of its investment in IntraBiotics of approximately $0.3 million.



In November 2001, the Company purchased approximately 67 thousand shares of Signature Bioscience (formerly
PrimeCyte) Series D preferred stock, which represented a 0.7% and 0.9% ownership interest as of December 31, 2001 and 2002, respectively.



In December 2002, the Company purchased 150 thousand shares of Oriel Therapeutics Series A convertible preferred stock, which represents a
4.3% ownership interest in Oriel Therapeutics as of December 31, 2002. The Company also received, as part of the purchase, a warrant to purchase an equal number of shares of common stock in Oriel Therapeutics at a discount.



8. Other Accrued Expenses:



Other accrued expenses consisted of the following:



|                                                    |  | December 31,
|--------------------------------------------------- |  | ------------
|                                                    |  | 2001        
|Accrued salaries, wages, benefits and related costs |  | $           
|Other                                               |  |             
|                                                    |  |             
|                                                    |  | $           
|                                                    |  |             



9. Long-Term Debt and
Lease Obligations:



Long-term debt consisted
of the following:



|                                     |  | December 31, |       
|------------------------------------ |  | ------------ | ------
|                                     |  | 2001         |       
|Leases at interest rates up to 10.4% |  | $            | 3,074 
|Note at interest rate of 5.26%       |  |              |      
|                                     |  |              |       
|                                     |  |              | 3,074 
|Less: current maturities             |  |              | (1,203
|                                     |  |              |       
|                                     |  | $            | 1,871 
|                                     |  |              |       



In June
2002, the Company amended a revolving credit facility for $50.0 million from Wachovia Bank, N.A., formerly known as First Union National Bank. The purpose of the amendment was to extend the expiration date. Indebtedness under the facility is
unsecured and subject to traditional covenants relating to financial ratios. Borrowings under this credit facility are available to provide working capital and for general corporate purposes. As of December 31, 2001 and 2002, there was no amount
outstanding under this credit facility. This credit facility is currently scheduled to expire in June 2003, at which time any outstanding balance will be due.



In July 2002, the Company entered into a new revolving credit facility for $50.0 million with Bank of America, N. A. Indebtedness under
the facility is unsecured and subject to traditional covenants relating to financial ratios. Borrowings under this credit facility are available to provide working capital and for general corporate purposes. As of December 31, 2002, there was no
amount outstanding under this credit facility. This credit facility is currently scheduled to expire in June 2003, at which time any outstanding balance would be due.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





9. Long-Term Debt and
Lease Obligations (continued):



The Company
acquired a mortgage note during the acquisition of MRL Belgium. This note relates to the laboratory building in Brussels, Belgium that the Company owns. For the years subsequent to December 31, 2002, annual principle maturities of long-term debt
outstanding are:



|2003                |  | $ | 278  
|------------------- |  | - | -----
|2004                |  |   | 293  
|2005                |  |   | 309  
|2006                |  |   | 326  
|2007                |  |   | 343  
|2008 and thereafter |  |   | 4,261
|                    |  |   |      
|Total               |  | $ | 5,810
|                    |  |   |      



Leases



The Company is obligated under
noncancellable operating leases expiring at various dates through 2016 relating to its operating facilities and certain equipment. Rental expense for all operating leases, net of sublease income, was $17,832, $18,520 and $25,783 for the years ended
December 31, 2000, 2001 and 2002, respectively.



The Company completed a sale-leaseback transaction involving real estate in Austin, Texas, in November 1995. Total gross proceeds in the transaction were $12,000, resulting in a pre-tax gain of approximately $2,100. The gain, which
has been deferred, is classified as deferred rent and other in the accompanying consolidated balance sheets and is being amortized as a reduction of rent expense on a straight-line basis over the 15-year lease term. The facilities are leased to the
Company with all responsibility of operations and maintenance residing with the Company.



Certain facility leases entered into provided for concessions by the landlords, including payments for leasehold improvements and free rent periods. These concessions have been reflected as deferred
rent and other in the accompanying consolidated financial statements. The Company is recording rent expense on a straight-line basis for these leases.



Future minimum payments for all lease obligations for years subsequent to December 31, 2002 are as follows:



|                                   |  | Operating leases |         |   | Capital leases |  
|---------------------------------- |  | ---------------- | ------- | - | -------------- | -
|2003                               |  | $                | 26,071  |   |                | $
|2004                               |  |                  | 25,039  |   |                |  
|2005                               |  |                  | 22,079  |   |                |  
|2006                               |  |                  | 20,099  |   |                |  
|2007                               |  |                  | 13,918  |   |                |  
|2008 and thereafter                |  |                  | 51,294  |   |                |  
|                                   |  |                  |         |   |                |  
|Less: sublease income              |  |                  | 158,500 |   |                |  
|                                   |  |                  | (414    | ) |                |  
|                                   |  |                  |         |   |                |  
|                                   |  | $                | 158,086 |   |                |  
|                                   |  |                  |         |   |                |  
|Less: amount representing interest |  |                  |         |   |                |  
|                                   |  |                  |         |   |                |  
|Total                              |  |                  |         |   |                | $
|                                   |  |                  |         |   |                |  



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





10. Stock Plans:



Restricted Stock



In January 2001, the Company awarded 60 thousand shares
of restricted stock to members of the senior management team. This restricted stock vests at the end of three years. Deferred compensation is being expensed on a straight-line basis over the three-year vesting period. Total deferred compensation
recorded was $1,449 for 2001. During 2002, 15 thousand shares with a value of $349 were forfeited due to terminations. Deferred compensation, net of accumulated amortization of $483 and $250, was $966 and $367 as of December 31, 2001 and 2002.



Stock Incentive Program



The Company has a stock option plan (the Plan)
under which the Company may grant options to its employees and directors. As of December 31, 2002, there were 1.8 million shares of common stock available for grant. The exercise price of each option granted is equal to the market price of the
Companys stock on the date of grant and the maximum exercise term of each option granted does not exceed 10 years. Options are granted upon approval of the Board of Directors and vest over various periods, as determined by the Board of
Directors at the date of the grant. The majority of the Companys options vest ratably over a period of three years.



On January 1, 1996, the Company adopted the disclosure requirements of Statement of Financial Accounting Standards No. 123 (SFAS No.
123), Accounting for Stock Based Compensation. As permitted by SFAS No. 123, the Company has chosen to apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations, in accounting for the Plan. Accordingly, no compensation cost has been recognized for options granted under the Plan. See Note 1 for disclosure of pro forma net income and earnings per share.



For the purposes of the pro forma presentation in Note 1, the
fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2000, 2001 and 2002: expected volatility of 68.1%, 76.1% and 57.5%,
respectively; risk-free interest of 4.99%, 4.59% and 2.78%, respectively; and expected lives of five years. The resulting estimated weighted average fair value of options granted during 2000, 2001 and 2002 was $15.78, $11.54 and $28.89, per share,
respectively. All options granted during the years ended December 31, 2000, 2001 and 2002 were granted with an exercise price equal to the fair value of the Companys common stock at the grant date. The estimated pro forma amounts presented in
Note 1 include the compensation cost for the Companys Employee Stock Purchase Plan based on the fair value of the contributions under this plan, consistent with the method of SFAS No. 123.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





10. Stock Plans
(continued):



Stock Incentive Program (continued)



A summary of the status of the Plan at
December 31, 2000, 2001 and 2002, and changes during the years, is presented below and includes common stock options of the Company:



|                                   |  | 2000           |   | 2001 |                                 | 2002 
|---------------------------------- |  | -------------- | - | ---- | ------------------------------- | -----
|                                   |  | (000s) Shares |   |      | Weighted Average Exercise Price |      
|                                   |  |                |   |      |                                 |      
|Outstanding at beginning of year   |  | 3,214          |   |      | $                               | 9.35 
|Granted                            |  | 822            |   |      |                                 | 12.96
|Exercised                          |  | (956           | ) |      |                                 | 7.19 
|Forfeited                          |  | (278           | ) |      |                                 | 10.57
|                                   |  |                |   |      |                                 |      
|Outstanding at end of year         |  | 2,802          |   |      | $                               | 11.05
|                                   |  |                |   |      |                                 |      
|Options exercisable at end of year |  | 1,500          |   |      | $                               | 10.44
|                                   |  |                |   |      |                                 |      



The
following table summarizes information about the Plans stock options at December 31, 2002:



|                         |  | Options Outstanding                    |  | Options Exercisable                        
|------------------------ |  | -------------------------------------- |  | -------------------------------------------
|Range of Exercise Prices |  | (000s) Number Outstanding at 12/31/02 |  | Weighted Average Remaining Contractual Life
|                         |  |                                        |  |                                            
|                         |  |                                        |  |                                            
|                         |  |                                        |  |                                            
|$  0.00$  3.23          |  | 21                                     |  | 2.9 years                                  
|$  3.24$  6.46          |  | 141                                    |  | 5.6 years                                  
|$  6.47$  9.69          |  | 396                                    |  | 5.8 years                                  
|$  9.70$12.92           |  | 304                                    |  | 5.5 years                                  
|$12.93$16.15            |  | 261                                    |  | 5.2 years                                  
|$16.16$19.38            |  | 230                                    |  | 7.5 years                                  
|$19.39$22.62            |  | 270                                    |  | 8.4 years                                  
|$22.63$25.85            |  | 114                                    |  | 9.1 years                                  
|$25.86$29.08            |  | 122                                    |  | 8.9 years                                  
|$29.09$32.31            |  | 599                                    |  | 9.3 years                                  
|                         |  |                                        |  |                                            
|                         |  | 2,458                                  |  | 7.3 years                                  
|                         |  |                                        |  |                                            



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





10. Stock Plans
(continued):



Employee Stock Purchase Plan



The Board of Directors has reserved shares
of the Companys common stock for issuance under the Employee Stock Purchase Plan (the ESPP). As of December 31, 2002, there were 0.9 million shares of common stock available for issuance. The ESPP has two six-month offering periods
(each an Offering Period) annually, beginning January 1 and July 1, respectively. Eligible employees can elect to make deductions from 1% to 15% of their compensation during each payroll period of an Offering Period. Special limitations
apply to eligible employees who own 5% or more of the outstanding common stock of the Company. None of the contributions made by eligible employees to purchase the Companys common stock under the ESPP are tax deductible to the employees. At
the end of an Offering Period, the total payroll deductions by an eligible employee for that Offering Period will be used to purchase common stock of the Company at a price equal to 85% of the lesser of (a) the reported closing price of the
Companys common stock for the first day of the Offering Period, or (b) the reported closing price of the common stock for the last day of the Offering Period. Only 300 thousand shares will be available for purchase during each of the Offering
Periods.



Employees eligible to participate in
the ESPP include employees of the Company and most of its operating subsidiaries, except those employees who customarily work less than 20 hours per week or five months in a year. Because the eligible employee determines both participation in and
contributions to the ESPP, it is not possible to determine the benefits and amounts that would be received by an eligible participant or group of participants in the future.



During 2002, $4,141 was contributed to the ESPP and 169 thousand shares were issued. The compensation costs
for the ESPP as determined based on the fair value of the contributions under the ESPP, consistent with the method of SFAS No. 123, was $497, $715 and $810 and is reflected in the pro forma net income and basic and diluted net income per share for
2000, 2001 and 2002, respectively, as disclosed in Note 1.



11. Income Taxes:



The
components of income (loss) before provision for income taxes were as follows:



|                                  |  | Years Ended December 31,
|--------------------------------- |  | ------------------------
|                                  |  | 2000                    
|Domestic                          |  | $                       
|Foreign                           |  |                         
|                                  |  |                         
|Income from continuing operations |  | $                       
|                                  |  |                         



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





11. Income Taxes
(continued):



The components of the provision
for income taxes were as follows:



|                           |  | Years Ended December 31,
|-------------------------- |  | ------------------------
|                           |  | 2000                    
|State income taxes:        |  |                         
|Current                    |  | $                       
|Deferred                   |  |                         
|Federal income taxes:      |  |                         
|Current                    |  |                         
|Deferred                   |  |                         
|Foreign income taxes:      |  |                         
|Current                    |  |                         
|Deferred                   |  |                         
|                           |  |                         
|Provision for income taxes |  | $                       
|                           |  |                         



Tax
expense for 2000 reflects the full benefit of a tax planning strategy implemented during that year.



Taxes computed at the statutory U.S. federal income tax rate of 35% are reconciled to the provision for income taxes as follows:



|                                                |  | Years Ended December 31, |       
|----------------------------------------------- |  | ------------------------ | ------
|                                                |  | 2000                     |       
|Effective tax rate                              |  |                          | 36.4  
|                                                |  |                          |       
|Statutory rate of 35%                           |  | $                        | 17,791
|State taxes (net of federal benefit)            |  |                          | (919  
|Utilization of capital loss carryforward        |  |                          | (611  
|Nondeductible expenses net of nontaxable income |  |                          | 649   
|Change in valuation allowance                   |  |                          | 1,053 
|Impact of international operations              |  |                          | 679   
|Other                                           |  |                          | (121  
|                                                |  |                          |       
|Provision for income taxes                      |  | $                        | 18,521
|                                                |  |                          |       



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





11. Income Taxes
(continued):



Components of the net current
deferred tax asset were as follows:



|                                       |  | December 31, |      
|-------------------------------------- |  | ------------ | -----
|                                       |  | 2001         |      
|Future benefit of net operating losses |  | $            | 1,047
|Reserve for doubtful accounts          |  |              | 1,103
|Accrued expenses                       |  |              | 3,134
|Unearned income                        |  |              | 4,705
|Valuation allowance                    |  |              | (716 
|                                       |  |              |      
|Net current deferred tax asset         |  | $            | 9,273
|                                       |  |              |      



Components of the net long-term deferred tax liability in 2001 and 2002 were as follows:



|                                     |  | 2001 |      |   | 2002 |  
|------------------------------------ |  | ---- | ---- | - | ---- | -
|Depreciation and amortization        |  | $    | 281  |   |      | $
|Deferred rent                        |  |      | (261 | ) |      |  
|Deferred compensation                |  |      |     |   |      |  
|Investment basis differences         |  |      |     |   |      |  
|Valuation allowance                  |  |      |     |   |      |  
|Other                                |  |      | 354  |   |      |  
|                                     |  |      |      |   |      |  
|Net long-term deferred tax liability |  | $    | 374  |   |      | $
|                                     |  |      |      |   |      |  



The
valuation allowance related to the Companys foreign tax losses was reduced by $2,533 and $78 during 2001 and 2002, respectively, due to the utilization of losses in various jurisdictions. A valuation allowance of $11,911 was established in
2002 due to the uncertainty of recognizing future tax benefits from certain unrealized capital losses. Of this valuation allowance, $770 relates to unrealized losses included in accumulated other comprehensive loss on the consolidated balance sheet
and has no effect on the calculated tax rate.



The Company records current and deferred income tax expense related to its foreign operations to the extent those earnings are taxable. No provision has been made for the additional taxes that would result from the distribution of
earnings of foreign subsidiaries because those earnings are expected to be invested permanently. The cumulative amount of undistributed retained earnings of foreign subsidiaries for which no provision has been made was $3,042 and $14,702 as of
December 31, 2001 and 2002, respectively.



12. Employee
Savings and Pension Plans:



Savings Plan



The Company provides a 401(k) Retirement Savings Plan to its
U.S. employees. The Company matches 50% of an employees savings up to 6% of pay, and these contributions vest ratably over a four-year period. Company matching contributions for all employees for each of the three years ended December 31,
2000, 2001 and 2002 were $2,977, $3,467 and $4,176, respectively.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





12. Employee Savings
and Pension Plans (continued):



Pension Plans



Pension costs are determined under the
provisions of Statement of Financial Accounting Standards No. 87, Employers Accounting for Pensions, and related disclosures are determined under the provisions of Statement of Financial Accounting Standards No. 132,
Employers Disclosures about Pensions and other Postretirement Benefits.



The Company has a separate contributory defined benefit plan (the U.K. Plan) for its qualifying United Kingdom employees employed by the Companys U.K. subsidiaries. The benefits for
the U.K. Plan are based primarily on years of service and average pay at retirement. Plan assets consist principally of investments managed in a mixed fund.



Pension costs for the U.K. Plan included the following components:





|                                              |  | Years Ended December 31, |     
|--------------------------------------------- |  | ------------------------ | ----
|                                              |  | 2000                     |     
|Service cost benefits earned during the year  |  | $                        | 848 
|Interest cost on projected benefit obligation |  |                          | 805 
|Expected return on plan assets                |  |                          | (72 
|Net amortization and deferral                 |  |                          | (711
|                                              |  |                          |     
|Net periodic pension cost                     |  | $                        | 870 
|                                              |  |                          |     



Assumptions used to determine pension costs and projected benefit obligations were as follows:



|                                        |  | 2000 |   |  | 2001 |   |  | 2002 |  
|--------------------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|Discount rate                           |  | 6.0  | % |  | 5.5  | % |  | 6.2  | %
|Rate of compensation increase           |  | 4.0  | % |  | 3.0  | % |  | 4.0  | %
|Long-term rate of return on plan assets |  | 5.0  | % |  | 6.0  | % |  | 5.5  | %



The
change in benefit obligation, change in plan assets, funded status and amounts recognized of the defined benefit plan were as follows:



|                                           |  | Years Ended December 31, |       
|------------------------------------------ |  | ------------------------ | ------
|                                           |  | 2000                     |       
|Change in benefit obligations:             |  |                          |       
|Benefit of obligation at beginning of year |  | $                        | 14,507
|Service cost                               |  |                          | 848   
|Interest cost                              |  |                          | 805   
|Participant contributions                  |  |                          | 248   
|Net actuarial loss (gain)                  |  |                          | 750   
|Benefits paid                              |  |                          | (285  
|Foreign currency translation adjustment    |  |                          | (1,097
|                                           |  |                          |       
|Benefit obligation at end of year          |  | $                        | 15,776
|                                           |  |                          |       





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





12. Employee Savings
and Pension Plans (continued):



Pension Plans (continued)



|                                               |  | Years Ended December 31, |       
|---------------------------------------------- |  | ------------------------ | ------
|                                               |  | 2000                     |       
|Change in plan assets:                         |  |                          |       
|Fair value of plan assets at beginning of year |  | $                        | 16,250
|Actual asset return                            |  |                          | 72    
|Employer contributions                         |  |                          | 582   
|Plan participants contributions               |  |                          | 248   
|Benefits and expenses paid                     |  |                          | (285  
|Foreign currency translation adjustment        |  |                          | (1,229
|                                               |  |                          |       
|Fair value of plan assets at end of year       |  | $                        | 15,638
|                                               |  |                          |       
|Funded status:                                 |  |                          |       
|Funded status                                  |  | $                        | (137  
|Unrecognized transition asset                  |  |                          | (52   
|Unrecognized net actuarial loss                |  |                          | 1,899 
|                                               |  |                          |       
|Prepaid pension costs                          |  | $                        | 1,710 
|                                               |  |                          |       
|Amounts recognized:                            |  |                          |       
|Prepaid pension costs                          |  | $                        | 1,710 
|Accrued pension liability                      |  |                          |      
|Accumulated other comprehensive income         |  |                          |      
|                                               |  |                          |       
|Net amount recognized                          |  | $                        | 1,710 
|                                               |  |                          |       



13. Commitments and
Contingencies:



The Company currently
maintains liability insurance on a claims made basis for professional acts, errors and omissions. The policy has a self-insured retention per claim of $500. As of December 31, 2001 and 2002, there were no open claims related to this
coverage above the self-insured retention.



As of
January 1, 2003, the Company was self-insured for group health for employees located within the United States. The Company maintains insurance on a claims made basis, up to a maximum of $200 per member per year. As of December 31, 2001
and 2002, the Company maintained a reserve of approximately $3,082 and $4,819, respectively, included in other accrued expenses on the consolidated balance sheets, to cover open claims and estimated claims incurred but not reported. The Company
switched plans and administrators at the beginning of 2001. The 2001 plan included a maximum claims provision to limit the Companys liability.



In the normal course of business, the Company is a party to various claims and legal proceedings. The Company records a reserve for these
matters when an adverse outcome is probable and the amount of the potential liability is reasonably estimable. Although the ultimate outcome of these matters is currently not determinable, management of the Company, after consultation with legal
counsel, does not believe that the resolution of these matters will have a material effect upon the Companys financial condition, results of operations or cash flows for an interim or annual period.



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





14. Related Party
Transactions:



In April 2002, Apothogen,
Inc., an equity method investment of the Company, was acquired by IntraBiotics Pharmaceuticals, Inc. The Company was related through common ownership with Apothogen, Inc. See Note 7 for terms of this relationship. The Company had a receivable from
Apothogen as of December 31, 2001 of $199. Apothogen rented facility space from the Company for which the Company recognized approximately $118 and $171 in rental income in 2001 and 2002, respectively. The Company also provided Apothogen with
development services and professional services such as legal and accounting services. The Company recorded revenues of $5 and $93 related to the provisions of development services to Apothogen in 2001 and 2002, respectively.



The Company leases its Highland Heights, Kentucky building
under an operating lease with a shareholder of the Company. Rent paid to this shareholder for the year ended December 31, 2002 totaled approximately $596.



15. Fair Value of Financial Instruments:



The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is
practicable to estimate that value:



Accounts Receivable,
Accounts Payable and Accrued Liabilities



The
carrying amount approximates fair value because of the short maturity of these items.



Notes Receivable and Long-Term Debt



The Company believes the carrying value approximates the fair value on December 31, 2001 and 2002.



Investments



The Company assesses its investment portfolio on a quarterly basis to determine whether declines in the market value of these securities
are other than temporary. This quarterly review includes an evaluation of, among other things, the market condition of the overall industry, historical and projected financial performance, expected cash needs and recent funding events. As a result
of managements quarterly evaluations, during the three months ended March 31, 2002, the Company recorded a charge to earnings for an other than temporary decline in the fair market value of its investment in DNA Sciences of approximately $32.0
million. The investment in DNA Sciences was deemed to be impaired as a result of adverse events experienced by DNA Sciences during the first quarter of 2002. The Company also recorded a charge to earnings for an other than temporary decline in the
fair market value of its investment in Gallery Systems (formerly DAS) of $1.5 million and its investment in IntraBiotics of approximately $0.3 million in the fourth quarter of 2002.



The Companys investments in Spotlight Health, SurroMed, SLIL Biomedical Corp., CancerConsultants,
Signature Bioscience (formerly PrimeCyte) and Oriel Therapeutics are recorded at $5,000, $5,000, $4,700, $250, $150 and $150, respectively, at December 31, 2002. These investments, for which no public market exists, are accounted for using the cost
method of accounting as the Company does not exert significant influence on the operations of these companies. The Company monitors these investments for other than temporary declines in value. As of December 31, 2002, the Company had not recorded
an impairment for these investments.



The
Companys investment in BioDelivery Sciences International, Inc. was recorded at $1,684 at December 31, 2002. BioDelivery Sciences International is a publicly traded company. The Company records an unrealized gain or loss related to this
investment at the end of each quarter based on the closing price of this investment at the end of each period. As of December 31, 2002, the Company had recorded an unrealized loss of $1,939 related to this investment.





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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





15. Fair Value of
Financial Instruments (continued):



Letters of Credit



From time to time, the Company uses letters
of credit to back certain guarantees and insurance policies. The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined in the marketplace. During 2002, the Company did not
utilize any letters of credit.



16. Business Segment Data:



Revenues by principal business segment are
separately stated in the consolidated financial statements. The Company has changed its measurement of segment profitability from net income to income (loss) from operations in 2002 in order to more accurately reflect the information used by the
Companys chief operating decision-maker. Net income for the Development segment was $30,592 and $45,620 for the years ended December 31, 2000 and 2001, respectively. Net income for the Discovery segment was $1,718 and $3,639 for the years
ended December 31, 2000 and 2001, respectively. Equity in net loss of investee of $92 in 2001 was not allocated to the Companys business segments. The equity in net loss of investee is related to the investment in Apothogen, which operated in
the discovery field. See Note 7. Income (loss) from operations, depreciation and amortization, identifiable assets and capital expenditures by principal business segment were as follows:



|                               |  | Years Ended December 31, |        
|------------------------------ |  | ------------------------ | -------
|                               |  | 2000                     |        
|Income (loss) from operations: |  |                          |        
|Development                    |  | $                        | 40,834 
|Discovery sciences             |  |                          | 2,713  
|                               |  |                          |        
|Total                          |  | $                        | 43,547 
|                               |  |                          |        
|Depreciation and amortization: |  |                          |        
|Development                    |  | $                        | 16,166 
|Discovery sciences             |  |                          | 1,067  
|                               |  |                          |        
|Total                          |  | $                        | 17,233 
|                               |  |                          |        
|Identifiable assets: (a)       |  |                          |        
|Development                    |  | $                        | 297,880
|Discovery sciences             |  |                          | 47,035 
|                               |  |                          |        
|Total                          |  | $                        | 344,915
|                               |  |                          |        
|Capital expenditures:          |  |                          |        
|Development                    |  | $                        | 18,231 
|Discovery sciences             |  |                          | 3,284  
|                               |  |                          |        
|Total                          |  | $                        | 21,515 
|                               |  |                          |        

---

|(a) |  | The note receivable from the sale of the environmental sciences segment is included in the Development segment.
|--- |  | ---------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

(in thousands,
except share and per share data)





17. Operations by
Geographic Area:



The following table
presents information about the Companys operations by geographic area:



|                         |  | Years Ended December 31,
|------------------------ |  | ------------------------
|                         |  | 2000                    
|Net revenue:             |  |                         
|United States            |  | $                       
|U.K.                     |  |                         
|Other (a)                |  |                         
|                         |  |                         
|Total                    |  | $                       
|                         |  |                         
|Operating income (loss): |  |                         
|United States            |  | $                       
|U.K.                     |  |                         
|Other (a)                |  |                         
|                         |  |                         
|Total                    |  | $                       
|                         |  |                         
|Identifiable assets:     |  |                         
|United States            |  | $                       
|U.K.                     |  |                         
|Other (a)                |  |                         
|                         |  |                         
|Total                    |  | $                       
|                         |  |                         

---

|(a) |  | Principally consists of operations in 21 countries, ten of which are located in Europe, none of which individually comprise more than 10% of net revenue, operating
income (loss) or identifiable assets.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18.
Quarterly Financial Data (Unaudited):



|2001                         |  | First |         |   | Second |   | Third   |  | Fourth |         | Total
|---------------------------- |  | ----- | ------- | - | ------ | - | ------- |  | ------ | ------- | -----
|Net revenue                  |  | $     | 112,853 |   |        | $ | 109,405 |  | $      | 115,762 |      
|Operating income             |  |       | 21,246  |   |        |   | 14,870  |  |        | 16,612  |      
|Net income                   |  |       | 14,537  |   |        |   | 10,464  |  |        | 11,507  |      
|Net income per common share: |  |       |         |   |        |   |         |  |        |         |      
|Basic                        |  | $     | 0.28    |   |        | $ | 0.20    |  | $      | 0.22    |      
|Diluted                      |  | $     | 0.28    |   |        | $ | 0.20    |  | $      | 0.22    |      
|                            
|2002                         |  |       |         |   |        |   |         |  |        |         |      
|Net revenue                  |  | $     | 130,583 |   |        | $ | 151,566 |  | $      | 157,284 |      
|Operating income             |  |       | 21,467  |   |        |   | 26,181  |  |        | 27,748  |      
|Net income (loss)            |  |       | (15,567 | ) |        |   | 17,210  |  |        | 18,282  |      
|Net income per common share: |  |       |         |   |        |   |         |  |        |         |      
|Basic                        |  | $     | (0.29   | ) |        | $ | 0.31    |  | $      | 0.33    |      
|Diluted                      |  | $     | (0.29   | ) |        | $ | 0.31    |  | $      | 0.33    |      





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##### Table of Contents

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.



|                        |  |  |  | PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
|----------------------- |  |  |  | ----------------------------------------
|                       
|Date: February 18, 2003 |  |  |  | By:    /s/ Fredric N. Eshelman, Pharm.D 
|                        |  |  |  |                                         
|                        |  |  |  |                                         



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Name                                                           |  | Title                                                                |  | Date             
|-------------------------------------------------------------- |  | -------------------------------------------------------------------- |  | -----------------
|                                                              
|/s/ Fredric N. Eshelman, Pharm.D.Fredric
N. Eshelman, Pharm.D. |  | Chief Executive Officer and Director (Principal Executive Officer)   |  | February 18, 2003
|                                                              
|/s/ Linda BaddourLinda Baddour                                 |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | February 18, 2003
|                                                              
|/s/ Ernest Mario, Ph.D.Ernest Mario, Ph.D.                     |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ Stuart Bondurant, M.D.Stuart Bondurant, M.D.               |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ Marye Anne Fox, Ph.D.Marye Anne Fox, Ph.D.                 |  | Director                                                             |  | February 18, 2003
|                                                              
|/s/ Frederick FrankFrederick Frank                             |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ Paul J. RizzoPaul J. Rizzo                                 |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ John A. McNeill, Jr.John A. McNeill, Jr.                   |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ Catherine M. KlemaCatherine M. Klema                       |  | Director                                                             |  | February 13, 2003
|                                                              
|/s/ Terry Magnuson, Ph.D.Terry Magnuson, Ph.D.                 |  | Director                                                             |  | February 13, 2003



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##### Table of Contents

CERTIFICATION



I, Fredric N. Eshelman, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Pharmaceutical Product Development, Inc.;
| | -- |  | --------------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                       
|-----------------------
|Date: February 18, 2003
|                       
|                       



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##### Table of Contents

CERTIFICATION



I, Linda Baddour, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Pharmaceutical Product Development, Inc.;
| | -- |  | --------------------------------------------------------------------------------------------



| | 2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the equivalent functions):
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. |  | The registrants other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |  |  |                       
|----------------------- |  |  |  | ----------------------
|                       
|Date: February 18, 2003 |  |  |  | By:  /s/ Linda Baddour
|                        |  |  |  |                       
|                        |  |  |  |                       









S-3