Registrant’s Telephone Number, Including Area Code

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(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)

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

The number of shares outstanding of the issuer’s common stock, par value $.01 per share, as of November 12, 2002 was 20,918,686.

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INDEX

				Page
Part I. FINANCIAL INFORMATION (UNAUDITED)
	Item 1.	Financial Statements
		Consolidated Balance Sheets			1
		Consolidated Statements of Operations			2
		Consolidated Statements of Cash Flows			3
		Notes to Consolidated Financial Statements			4
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk			19
	Item 4.	Controls and Procedures			19
Part II. OTHER INFORMATION
	Item 6.	Exhibits and Reports on Form 8-K			19
SIGNATURES					20
	Certification of Chief Executive Officer				21
	Certification of Chief Financial Officer				22

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED THERAPEUTICS CORPORATION
CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

				September 30,				December 31,
				2002				2001
				(Unaudited)
Assets
	Current assets:
		Cash and cash equivalents		$	133,807			$	24,373
		Marketable investments			—				31,677
		Accounts receivable, net of allowance of $156 for 2002 and $198 for 2001			11,675				1,452
		Interest receivable			114				2,772
		Prepaid expenses			1,692				917
		Inventories			7,334				6,025
		Other current assets			533				1,787
		Total current assets			155,155				69,003
	Marketable investments				—				116,249
	Certificate of deposit				632				605
	Goodwill, net				7,465				7,465
	Other intangible assets, net				7,209				7,900
	Property, plant and equipment, net				8,585				6,403
	Investments in affiliates				6,396				4,342
	Due from affiliates				433				—
	Note receivable from employee and other assets				1,598				154
		Total assets		$	187,473			$	212,121
Liabilities and Stockholders’ Equity
	Current liabilities:
		Accounts payable		$	3,922			$	6,349
		Accounts payable to affiliates			—				318
		Accrued expenses			3,787				3,454
		Due to affiliates			1,942				500
		Current portion of notes and leases payable			111				102
		Other current liabilities			34				75
		Total current liabilities			9,796				10,798
	Notes and leases payable, excluding current portion				1,781				1,836
	Due to affiliates				1,765				3,079
	Other liabilities				22				9
		Total liabilities			13,364				15,722
	Stockholders’ equity:
		Preferred stock, par value $.01, 10,000,000 shares authorized, no shares issued			—				—
		Series A junior participating preferred stock, par value $ .01, 100,000 authorized, no shares issued			—				—
		Common stock, par value $.01, 100,000,000 shares authorized, 21,445,286 and 20,751,820 shares issued at September 30, 2002 and December 31, 2001, respectively, and 20,918,686 and 20,225,220 outstanding at September 30, 2002 and December 31, 2001, respectively			214				208
		Additional paid-in capital			363,996				365,235
		Translation adjustment			(11	)			—
		Accumulated deficit			(183,216	)			(162,170	)
		Treasury stock, 526,600 shares			(6,874	)			(6,874	)
		Total stockholders’ equity			174,109				196,399
		Total liabilities and stockholders’ equity		$	187,473			$	212,121

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

1

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UNITED THERAPEUTICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)
(UNAUDITED)

				Three months ended September 30,								Nine months ended September 30,
				2002				2001				2002				2001
Revenues:
	Product sales			$	4,358			$	505			$	15,599			$	1,729
	Service sales				770				572				2,499				1,746
	Service sales to affiliates				—				186				—				541
	Grant revenue				—				53				—				96
		Total revenue			5,128				1,316				18,098				4,112
Operating expenses:
	Research and development				6,640				8,014				18,423				26,080
	General and administrative				2,580				3,378				8,108				10,374
	Sales and marketing				1,170				963				2,499				2,696
	Cost of product sales				833				535				2,724				1,094
	Cost of service sales				442				324				1,234				1,295
		Total operating expenses			11,665				13,214				32,988				41,539
		Loss from operations			(6,537	)			(11,898	)			(14,890	)			(37,427	)
Other income (expense)
	Interest income				537				2,186				4,396				7,924
	Interest expense				(25	)			(31	)			(90	)			(125	)
	Equity loss in affiliate				(7	)			(107	)			(151	)			(261	)
	Other, net				65				39				10				28
	Write-down of investment in affiliate				(2,893	)			—				(2,893	)			—
	Loss on marketable investments				(3,328	)			—				(7,428	)			—
		Total other income (expense)			(5,651	)			2,087				(6,156	)			7,566
Net loss before income tax					(12,188	)			(9,811	)			(21,046	)			(29,861	)
Income tax					—				—				—				—
Net loss				$	(12,188	)		$	(9,811	)		$	(21,046	)		$	(29,861	)
Net loss per common share – basic and diluted				$	(0.58	)		$	(0.48	)		$	(1.02	)		$	(1.47	)
Weighted average number of common shares outstanding – basic and diluted					20,899,094				20,250,167				20,550,978				20,306,124

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

2

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UNITED THERAPEUTICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)

					Nine months ended September 30,
					2002				2001
Cash flows from operating activities:
	Net loss				$	(21,046	)		$	(29,861	)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Depreciation and amortization			1,532				2,115
			Provision for (reduction in) doubtful accounts receivable			(46	)			331
			Loss on disposal of equipment			—				16
			Stock options granted to consultants			228				742
			Amortization of premium/discounts on investments			1,113				42
			Reserve for inventory obsolescence			495				—
			Equity loss in affiliate			151				262
			Loss on marketable investments			7,428				—
			Write-down of investment in affiliate			2,893				—
	Changes in operating assets and liabilities:
			Accounts receivable			(10,177	)			(409	)
			Interest receivable			2,658				(1,617	)
			Inventories			(2,195	)			(1,443	)
			Prepaid expenses			(776	)			(70	)
			Note receivable and other assets			(1,855	)			(707	)
			Accounts payable			(2,427	)			(981	)
			Due to/from affiliates			(809	)			198
			Accrued expenses			333				25
			Other liabilities			(28	)			(165	)
			Net cash used in operating activities			(22,528	)			(31,522	)
Cash flows from investing activities:
		Purchases of property, plant and equipment				(2,644	)			(436	)
		Proceeds from disposals of property, plant and equipment				1				25
		Investment in AltaRex				(4,913	)			—
		Purchases of marketable investments				(1,218	)			(102,444	)
		Sales and maturities of marketable investments				140,576				22,779
			Net cash provided by (used in) investing activities			131,802				(80,076	)
Cash flows from financing activities:
		Proceeds from the exercise of stock options				206				6
		Payments to repurchase common stock				—				(2,802	)
		Principal payments on notes payable				(15	)			(13	)
		Principal payments on capital lease obligations				(31	)			(49	)
			Net cash provided by (used in) financing activities			160				(2,858	)
		Net increase (decrease) in cash and cash equivalents				109,434				(114,456	)
		Cash and cash equivalents, beginning of period				24,373				200,935
		Cash and cash equivalents, end of period			$	133,807			$	86,479
Supplemental schedule of cash flow information:
		Cash paid for interest			$	101			$	129
		Noncash investing and financing activities - Equipment acquired under a capital lease			$	—			$	115

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

3

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UNITED THERAPEUTICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)

1.    ORGANIZATION AND BUSINESS DESCRIPTION

     United Therapeutics Corporation (United Therapeutics) is a biotechnology company focused on the development and commercialization of unique therapeutics to treat chronic and life-threatening diseases. United Therapeutics is active in three therapeutic areas – cardiovascular medicine, infectious disease and oncology – with five therapeutic platforms – prostacyclin analogs, arginine formulations, telemedicine, monoclonal antibody immunotherapy and glycobiology antiviral agents. United Therapeutics was incorporated on June 26, 1996 under the laws of the State of Delaware and has four wholly owned subsidiaries: Lung Rx, Inc., Unither Pharmaceuticals, Inc. (UPI), Unither Telemedicine Services Corp. (UTSC), and United Therapeutics Europe, Ltd.

     On May 21, 2002, the U. S. Food and Drug Administration (FDA) approved Remodulin® (treprostinil sodium) Injection for the treatment of pulmonary arterial hypertension in patients with NYHA class II-IV symptoms to diminish symptoms associated with exercise. United Therapeutics agreed with the FDA that it would perform a post-marketing phase IV clinical study to further assess the clinical benefits of Remodulin. The phase IV study will commence in late 2002 and must be completed within 24 months from the May 2002 approval. Continued FDA approval is conditioned on the completion and outcome of the phase IV study. On October 7, 2002, the Canadian Therapeutics Products Directorate approved Remodulin for long term subcutaneous treatment of pulmonary arterial hypertension in NYHA class III and IV patients who did not respond adequately to conventional therapy. On October 31, 2002, the Israeli Ministry of Health, Drug Registration Department, approved Remodulin for the treatment of primary pulmonary arterial hypertension and pulmonary arterial hypertension associated with connective tissue disorders. Remodulin marketing applications are under review in France, Australia and Switzerland, with additional European filings to follow approval in France. Additionally, United Therapeutics is planning pre-pivotal studies of Remodulin in critical limb ischemia to commence in late 2002.

     As of October 31, 2002, approximately 500 patients receive Remodulin therapy worldwide, of which approximately 70% are reimbursable patients. Virtually all of the currently non-reimbursable patients reside in countries where Remodulin is not yet approved. Non-reimburseable patients are those patients who do not yet pay for Remodulin. Remodulin is sold and marketed to reimbursable patients in the U.S. by Priority Healthcare Corporation and Accredo Therapeutics, Inc. United Therapeutics is the manufacturer of Remodulin and sells Remodulin in bulk shipments to these distributors. The timing and extent of United Therapeutics’ sales of Remodulin are based on the timing and extent of these bulk orders from distributors. Sales of Remodulin and Remodulin delivery pumps and supplies are recognized as revenue when delivered to the distributors.

2.    BASIS OF PRESENTATION

     The consolidated financial statements included herein have been prepared, without audit, pursuant to Regulation S-X promulgated by the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in United Therapeutics’ Annual Report on Form 10-K/A for the year ended December 31, 2001 as filed with the Securities and Exchange Commission.

     In the opinion of United Therapeutics’ management, the accompanying unaudited consolidated financial statements contain all adjustments which are of a normal recurring nature necessary to present fairly its financial

4

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position as of September 30, 2002 and its results of operations and its cash flows for the three and nine-month periods ended September 30, 2002 and 2001. Interim results are not necessarily indicative of results for an entire year.

3.    MARKETABLE INVESTMENTS

     United Therapeutics’ marketable investments, mainly corporate and federally sponsored debt securities and certificates of deposit, were historically considered held-to-maturity securities due to United Therapeutics’ ability and intent to hold those investments until maturity. Held-to-maturity investments are recorded at amortized cost in the balance sheet. The portfolio consisted of over 100 issues and had a weighted average maturity of approximately 1.6 years. In March 2002, United Therapeutics reported a $538,000 write-down due to an other-than-temporary decline in value of one of its marketable investments. In June 2002, as a result of adverse changes in the bond markets, United Therapeutics began reassessing its investment program. As a result of this reassessment, United Therapeutics decided to liquidate all marketable debt securities in the portfolio and invest the proceeds in money market funds, commercial paper and federal instruments. The entire investment portfolio was sold in July 2002. A write-down of investments totaling approximately $3.6 million was necessary to adjust the value of United Therapeutics’ marketable investments to their fair market value based on quoted market prices at June 30, 2002. In July 2002, United Therapeutics recorded an additional realized loss of approximately $3.3 million as a result of the liquidation of the investment portfolio.

4.    INVENTORIES

     Inventories are accounted for under the first-in, first-out method. At September 30, 2002 and December 31, 2001, inventories consisted of the following (in thousands):