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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A



AMENDMENT NO. 1



(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 No. 000-26937



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QUEST SOFTWARE, INC.

(Exact Name of Registrant as Specified in its Charter)



|California                                                     |  | 33-0231678                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|8001 Irvine Center Drive Irvine, California                    |  | 92618                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          



Registrants
Telephone Number, Including Area Code: (949) 754-8000



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Securities Registered Pursuant to Section 12(b) of the Act: None



Securities Registered Pursuant to Section 12(g) of the Act: Common Stock



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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. ̈



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



As of March 20, 2003, 91,396,135 shares of the Registrants Common Stock were outstanding. The aggregate market value of the common stock held by nonaffiliates of the Registrant as of June 28, 2002 was
approximately $550.9 million.



DOCUMENTS INCORPORATED BY
REFERENCE



Portions of the Registrants definitive
proxy statement delivered to shareholders in connection with the Registrants 2003 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.



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TABLE OF CONTENTS



|                     |  |                                                                                       |  | Page
|-------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|EXPLANATORY NOTE     |  | 3                                                                                    
|                     |  |                                                                                      
|                     |  | PART II                                                                               |  |     
|                     |  |                                                                                      
|Item 6.              |  | Selected Financial Data                                                               |  | 4   
|Item 7.              |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 7   
|Item 8.              |  | Financial Statements and Supplementary Data                                           |  | 21  
|                     |  |                                                                                      
|                     |  | PART IV                                                                               |  |     
|                     |  |                                                                                      
|Item 15.             |  | Exhibits, Financial Statement Schedule, and Reports on Form 8-K                       |  | 22  
|SIGNATURES           |  | 24                                                                                   
|FINANCIAL STATEMENTS |  | F-1                                                                                  



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EXPLANATORY NOTE



Subsequent to the
issuance of our consolidated financial statements as of and for the year ended December 31, 2002, we restated our financial statements to correct computational errors in translating property and equipment and deferred revenue balances of
foreign subsidiaries into U.S. Dollars. Under Statement of Financial Accounting Standard (SFAS) No. 52, Accounting for Foreign Currency Translation, certain balance sheet and income statement accounts require translation
of account balances of foreign subsidiaries from foreign currencies into the U.S. Dollar using historical rates because the functional currency of the foreign subsidiary is the U.S. Dollar. Historical rates are defined as the rates in effect in the
month that the transaction was originally recorded. Because of an error in the method used to translate foreign-currency denominated property and equipment and deferred revenue accounts into U.S. Dollars at historical rates, the related balance
sheet and statements of operations accounts required correction.



In June 2003, our internal accounting staff discovered the computational error, which was in the design of the system used to translate these non-dollar denominated accounts into U.S. Dollars. The errors effect on our consolidated
financial statements had been magnified by increased volatility of the exchange rates of the U.S. Dollar compared to certain other currencies, particularly to the Euro and English pound. Upon discovering the error, we immediately notified our
independent auditors and began a detailed review of the affected accounts to quantify the errors effect on prior financial statements. After quantifying this effect and reviewing it with the audit committee of our Board of Directors, we made a
determination to restate our financial statements for the four quarters and year ended December 31, 2002 and the quarter ended March 31, 2003.



This report is being filed to amend and restate the following items contained in our Annual Report on Form 10-K for the year ended December 31, 2002
originally filed with the Securities and Exchange Commission on March 31, 2003:



| |  |  | Item 6 (Selected Financial Data)
| | - |  | --------------------------------



| |  |  | Item 7 (Managements Discussion and Analysis of Financial Condition and Results of Operations)
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | Item 8 (Financial Statements and Supplementary Data)
| | - |  | ----------------------------------------------------



| |  |  | Item 15 (Exhibits, Financial Statement Schedules, and Reports on Form 8-K).
| | - |  | ---------------------------------------------------------------------------



To preserve the nature and character of the disclosures set forth in such Items as originally filed, this report continues to speak as of the date of the
original filing, and we have not updated the disclosures in this report to speak as of a later date except as noted in footnotes 2 and 16 to the consolidated financial statements included in Item 15. All information contained in this
Amendment No. 1 is subject to updating and supplementing as provided in our reports filed with the Securities and Exchange Commission subsequent to the date of the original filing of the Annual Report on Form 10-K.



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Item 6.Selected Financial Data



Restatement



Subsequent to the issuance of our consolidated financial
statements as of and for the year ended December 31, 2002, we restated our financial statements to correct computational errors in translating property and equipment and deferred revenue balances of foreign subsidiaries into U.S. Dollars. Under
Statement of Financial Accounting Standard (SFAS) No. 52, Accounting for Foreign Currency Translation, certain balance sheet and income statement accounts require translation of account balances of foreign subsidiaries
from foreign currencies into the U.S. Dollar using historical rates because the functional currency of the foreign subsidiary is the U.S. Dollar. Historical rates are defined as the rates in effect in the month that the transaction was
originally recorded. Because of an error in the method used to translate foreign-currency denominated property and equipment and deferred revenue accounts into U.S. Dollars at historical rates, the related balance sheet and statements of
operations accounts required correction.



See Note 2 to
Notes to Consolidated Financial Statements for a presentation of the impact of the restatement on our consolidated statement of operations for the year ended December 31, 2002 and our consolidated balance sheet as of
December 31, 2002.



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|                                                    |  | Year Ended December 31,              
|--------------------------------------------------- |  | -------------------------------------
|                                                    |  | 1998                                 
|                                                    |  |                                      
|                                                    |  | (In thousands, except per share data)
|Consolidated Statements of Operations Data:         |  |                                      
|Revenues:                                           |  |                                      
|Licenses                                            |  | $                                    
|Services                                            |  |                                      
|                                                    |  |                                      
|Total revenues                                      |  |                                      
|Cost of revenues:                                   |  |                                      
|Licenses                                            |  |                                      
|Services                                            |  |                                      
|Amortization of purchased intangible assets         |  |                                      
|                                                    |  |                                      
|Total cost of revenues                              |  |                                      
|                                                    |  |                                      
|Gross profit                                        |  |                                      
|Operating expenses:                                 |  |                                      
|Sales and marketing                                 |  |                                      
|Research and development                            |  |                                      
|General and administrative                          |  |                                      
|In-process research and development                 |  |                                      
|Intangible asset and goodwill amortization (1)      |  |                                      
|Other compensation costs                            |  |                                      
|                                                    |  |                                      
|Total operating expenses                            |  |                                      
|                                                    |  |                                      
|Income (loss) from operations                       |  |                                      
|Other income, net                                   |  |                                      
|                                                    |  |                                      
|Income (loss) before income tax provision           |  |                                      
|Income tax provision                                |  |                                      
|                                                    |  |                                      
|Net income (loss)                                   |  | $                                    
|Preferred stock dividends (2)                       |  |                                      
|                                                    |  |                                      
|Net income (loss) applicable to common shareholders |  | $                                    
|                                                    |  |                                      
|Basic net income (loss) per share                   |  | $                                    



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|Diluted net income (loss) per share  |  | $ | 0.03   |  | $ | 0.03   |  | $ | (0.30  | ) |  | $ | (0.64  | ) |  | $ | 0.11  
|------------------------------------ |  | - | ------ |  | - | ------ |  | - | ------ | - |  | - | ------ | - |  | - | ------
|Weighted average shares outstanding: |  |   |        |  |   |        |  |   |        |   |  |   |        |   |  |   |       
|Basic                                |  |   | 88,522 |  |   | 75,354 |  |   | 84,993 |   |  |   | 87,632 |   |  |   | 90,065
|Diluted                              |  |   | 88,918 |  |   | 83,600 |  |   | 84,993 |   |  |   | 87,632 |   |  |   | 92,820

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|(1) |  | Intangible asset and goodwill amortization includes goodwill amortization of $35.5 million in 2000 and $55.3 million in 2001 of goodwill arising from acquisitions completed in 2000
and 2001. In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets. We adopted SFAS No. 142 at the
beginning of the first quarter of 2002. As required by SFAS No. 142, we discontinued amortizing the remaining balances of goodwill as of the beginning of fiscal 2002. See Notes 1, 5 and 6 of Notes to Consolidated Financial Statements.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Represents cash dividends paid in 1999 to holders of shares of Series B Redeemable Preferred Stock, all of which were redeemed in connection with our initial public offering in
August 1999.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                 |  | December 31,  
|------------------------------------------------ |  | --------------
|                                                 |  | 1998          
|                                                 |  |               
|                                                 |  | (In thousands)
|Consolidated Balance Sheet Data:                 |  |               
|Cash, cash equivalents and marketable securities |  | $             
|Total assets                                     |  |               
|Long-term obligations                            |  |               
|Shareholders Equity                              |  |               



The following table
sets forth unaudited quarterly statements of operations data for the year ended December 31, 2002. Amounts shown are in thousands, except per share data (see Note 2Restatement in the accompanying Notes to Consolidated Financial
Statements).



|                                            |  | Three Months Ended |        | Year Ended    |  
|------------------------------------------- |  | ------------------ | ------ | ------------- | -
|                                            |  | March 31, 2002     |        | June 30, 2002 |  
|                                            |  | AsReported         |        | AsRestated    |  
|Revenues:                                   |  |                    |        |               |  
|Licenses                                    |  | $                  | 37,490 |               | $
|Services                                    |  |                    | 21,903 |               |  
|                                            |  |                    |        |               |  
|Total revenues                              |  |                    | 59,393 |               |  
|Cost of revenues:                           |  |                    |        |               |  
|Licenses                                    |  |                    | 724    |               |  
|Services                                    |  |                    | 4,311  |               |  
|Amortization of purchased intangible assets |  |                    | 1,402  |               |  
|                                            |  |                    |        |               |  
|Total cost of revenues                      |  |                    | 6,437  |               |  
|                                            |  |                    |        |               |  
|Gross profit                                |  |                    | 52,956 |               |  
|Operating expenses:                         |  |                    |        |               |  
|Sales and marketing                         |  |                    | 29,694 |               |  
|Research and development                    |  |                    | 14,835 |               |  
|General and administrative                  |  |                    | 5,851  |               |  
|In-process research and development         |  |                    |       |               |  
|Intangible asset amortization               |  |                    | 385    |               |  
|Other compensation costs                    |  |                    | 925    |               |  
|                                            |  |                    |        |               |  
|Total operating expenses                    |  |                    | 51,690 |               |  
|                                            |  |                    |        |               |  
|Income from operations                      |  |                    | 1,266  |               |  
|Other income, net                           |  |                    | 1,617  |               |  
|Loss on sale of aircraft                    |  |                    |       |               |  
|Gain (loss) on equity investments           |  |                    |       |               |  
|                                            |  |                    |        |               |  
|Income before income taxes                  |  |                    | 2,883  |               |  
|Income tax provision                        |  |                    | 1,162  |               |  
|                                            |  |                    |        |               |  
|Net income                                  |  | $                  | 1,721  |               | $
|                                            |  |                    |        |               |  
|Net income per share:                       |  |                    |        |               |  
|Basic                                       |  | $                  | 0.02   |               | $
|Diluted                                     |  | $                  | 0.02   |               | $
|                                            |  |                    |        |               |  
|Weighted average shares:                    |  |                    |        |               |  
|Basic                                       |  |                    | 89,748 |               |  
|Diluted                                     |  |                    | 93,808 |               |  



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





The following discussion of our financial condition and results of operations
also should be read in conjunction with the consolidated financial statements and notes to those statements included elsewhere in this Report. Certain statements in this Report, including statements regarding our business strategies, operations,
financial conditions and prospects, are forward-looking statements. Use of the words believe, expect, anticipate, will, contemplate, would and similar expressions that
contemplate future events may identify forward-looking statements.



Numerous important factors, risks and uncertainties affect our operations and could cause actual results to differ materially from those expressed or implied by these or any other forward-looking statements made by us or on our behalf.
Readers are urged to carefully review and consider the various disclosures made in this report, including those described under Risk Factors, and in other filings with the SEC, that attempt to advise interested parties of certain
risks and factors that may affect our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect managements opinions only as of the date thereof. We do
not assume any obligation to revise or update forward-looking statements. Finally, our historical results should not be viewed as indicative of future performance.



Overview



We provide application management software solutions that maximize the availability, performance and manageability of our customers business
critical applications and their underlying databases and other associated components. Many of our products also increase the cost effectiveness of a customers IT investments, including personnel, software and hardware.



Our revenues consist of software license fees and service fees. Our
software-licensing model is primarily based on perpetual license fees, and our licenses are either server-based or, for our SQL development, report management and Microsoft administration tools, user-based. Service revenues primarily represent the
ratable recognition of software maintenance contract fees, which entitle a customer to technical support via telephone and the internet and product enhancements. These maintenance contracts all have annual terms. Customers purchase a software
maintenance contract for the first year when they license a product and have the option of renewing the maintenance contract annually thereafter. Service revenues also include revenues from consulting and training services.



Acquisition of Sitraka



On November 1, 2002, we acquired all of the outstanding common stock of
Sitraka, Inc. (Sitraka), a developer of application-server performance management products, in exchange for cash payments of $53.4 million and up to $3.6 million in additional contingent consideration. The acquisition was accounted for as a purchase
and the purchase price was allocated primarily to goodwill totaling $35.9 million and other intangible assets totaling $25.0 million. In connection with the acquisition, we recorded a charge totaling $2.9 million for the fair value of purchased
in-process research and development (IPR&D). We recorded this charge because the technological feasibility of products under development at the date of acquisition had not been established and no future alternative uses existed. The charge
represented the estimated fair value of the incomplete research and development products based on discounted cash flows. Management is primarily responsible for estimating the fair value of IPR&D, which was determined with the assistance of an
independent appraiser.



We identified and valued two IPR&D
projects. Both projects were approximately 50% complete at the date of acquisition and the estimated cost to complete the projects was $1.3 million. One project was directed toward the development of improvements to an existing product and the other
for a product that was in pre-production.



The IPR&D for
the improvements to the existing product represented 55% of the total value of IPR&D acquired, while the product in pre-production represented the balance of 45%. At the date of acquisition we anticipated that both projects would be completed in
the first quarter of 2003. The projects were completed as anticipated and made generally available for sale in March 2003. See Note 6 of Notes to Consolidated Financial Statements.



Restatement



We have restated our consolidated financial statements for the year ended December 31, 2002 to correct computational errors
made in translating property and equipment and deferred revenue balances of foreign subsidiaries into U.S. Dollars. See Note 2  Restatement in the accompanying Notes to Consolidated Financial Statements for additional
discussion regarding cause and effect of computational errors and for a presentation of the impact of the restatement on our consolidated statements of operations for the year ended December 31, 2002 and our consolidated balance sheets as of
December 31, 2002.



The following discussion has been revised
to reflect the effects of the restatement.



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Results of Operations



Except as otherwise indicated, the following percentages are percentage of total revenues:



|                                            |  | Year Ended December 31, |   
|------------------------------------------- |  | ----------------------- | --
|                                            |  | 2000                    |   
|Revenues:                                   |  |                         |   
|Licenses                                    |  | 76.6                    | % 
|Services                                    |  | 23.4                    |   
|                                            |  |                         |   
|Total revenues                              |  | 100.0                   |   
|                                            |  |                         |   
|Cost of revenues:                           |  |                         |   
|Licenses                                    |  | 2.2                     |   
|Services                                    |  | 6.5                     |   
|Amortization of purchased intangible assets |  | 3.0                     |   
|                                            |  |                         |   
|Total cost of revenues                      |  | 11.7                    |   
|                                            |  |                         |   
|Gross profit                                |  | 88.3                    |   
|Operating expenses:                         |  |                         |   
|Sales and marketing                         |  | 46.9                    |   
|Research and development                    |  | 24.0                    |   
|General and administrative                  |  | 10.7                    |   
|In-process research and development         |  |                        |   
|Intangible asset and goodwill amortization  |  | 21.7                    |   
|Other compensation costs                    |  | 3.1                     |   
|                                            |  |                         |   
|Total operating expenses                    |  | 106.4                   |   
|                                            |  |                         |   
|Income (loss) from operations               |  | (18.1                   | ) 
|Other income, net                           |  | 7.0                     |   
|                                            |  |                         |   
|Income (loss) before income tax provision   |  | (11.1                   | ) 
|Income tax provision                        |  | 4.1                     |   
|                                            |  |                         |   
|Net income (loss)                           |  | (15.2                   | )%
|                                            |  |                         |   



Comparison of
Fiscal Years Ended December 31, 2002 and 2001



Revenues



Total revenues increased 3.7% to $255.6 million in 2002
from $246.5 million in 2001.



License
RevenuesLicense revenues decreased 7.8% to $160.6 million in 2002 from $174.1 million in 2001. We believe customer efforts to reduce IT spending in response to general economic conditions contributed to the decrease in license revenues in
2002. In addition, we experienced increased competition related to our high availability and production support products for Oracle and our Vista output management products, which also contributed to the decline in license revenues. The decline in
license revenues for these products was offset by growth in other product areas, primarily our Microsoft administration products and our monitoring products. License revenues represented 62.9% of total revenues in 2002, compared to 70.6% in 2001.
License revenues in North America decreased to $113.1 million in 2002 from $136.1 million in 2001, a decline of 16.9%. The decrease in North American license revenues was offset slightly by the acquisition of Sitraka in the fourth quarter of 2002.
License revenues outside of North America increased 26.8% to $47.5 million in 2002 from $38.1 million in 2001, and accounted for 29.6% of total license revenues, compared to 21.9% in 2001. The increase in license revenues outside of North America is
primarily due to strengthening operations in Europe as a result of continued investment in our foreign operations. License revenues attributable to our European operations represented $42.7 million in 2002, compared to $33.1 million in 2001,
representing growth of 29.0%.



Service
RevenuesService revenues increased 31.2% to $94.9 million in 2002 from $72.4 in 2001. This increase was derived primarily from higher renewal maintenance fees. Higher renewal maintenance fees derived from growth in the base of installed
products and, we believe, from improved support renewal billing processes and improved maintenance renewal rates. To a much lesser extent, support revenues from the acquired base of Sitraka customers also contributed to year-over-year increase in
service revenues. Professional services as a percentage of total service revenues represented 9.9% in 2002 and 15.4% in 2001.



Cost of Revenues



Cost of LicensesCost of licenses primarily consists of third-party software royalties, product packaging, documentation, duplication and
amortization of purchased software rights. Cost of licenses decreased to $2.9 million in 2002 from $4.5 million in 2001, representing a decline of $1.6 million or 35.8%. Cost of licenses as a percentage of license revenues was 1.8% for 2002,



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compared with 2.6% in 2001. The decrease in cost of licenses for 2002 was primarily due to a decrease in third-party royalty obligations associated with our
acquisition of RevealNet in the third quarter of 2001, whose products we distributed, and a decrease in amortization expense related to rights in purchased software rights. We expect that cost of licenses as a percentage of license revenues will
remain relatively constant in 2003.



Cost of
ServicesCost of services primarily consists of personnel, facilities and systems costs used in providing support, consulting and training services. Cost of services decreased to $17.8 million in 2002 from $18.5 million in 2001,
representing a decline of $0.7 million. Cost of services as a percentage of service revenues declined to 18.7% for 2002, compared to 25.6% for 2001. The decrease in cost of services for 2002 is primarily attributable to a reduction in the amount of
fees paid to outside consultants who provided specialized professional services.



Amortization of Purchased Intangible AssetsAmortization of purchased intangible assets includes amortization of the fair value of acquired technology associated with the acquisitions made during 2000,
2001 and 2002. Amortization of purchased intangible assets decreased to $5.7 million in 2002 from $8.0 million in 2001, representing a decrease of $2.3 million or 28.8%. The decrease is primarily due to the completion of amortization of purchased
intangible assets related to certain acquisitions made in 2000, offset slightly by amortization related to acquisitions made in 2002. Intangible assets purchased as part of acquisitions were $3.2 million and $30.6 million in 2001 and 2002,
respectively. The useful lives of the technology acquired range from two to seven years, and we expect the amortization of these purchased intangible assets to be approximately $7.2 million in 2003, $4.2 million in 2004 and thereafter $13.8 million.
See Critical Accounting Policies and Estimates for additional discussion regarding accounting for intangible assets.



Operating Expenses



Sales and MarketingSales and marketing expenses consist primarily of compensation and benefit costs, sales commissions, facilities and
systems costs, recruiting costs, trade shows, travel and entertainment and marketing communications costs such as advertising and promotion. Sales and marketing expenses increased 4.8% to $127.8 million in 2002 from $121.9 million in 2001. As a
percentage of total revenues, sales and marketing increased from 49.4% in 2001 to 50.0% in 2002. The increase in sales and marketing expenses in 2002 resulted from increased labor expenses, primarily due to additional headcount from our acquisition
of Sitraka, higher sales commission expenses and increased depreciation of sales and marketing information technology assets.



Research and DevelopmentResearch and development expenses consist primarily of compensation and benefit costs for software developers,
software product managers, quality assurance and technical documentation personnel, facilities and systems costs and payments made to outside software development consultants in connection with our on-going efforts to enhance our core technologies
and develop additional products. Research and development expenses remained constant at $59.4 million in 2002 compared with $59.5 million in 2001, and declined as a percentage of total revenues to 23.3% in 2002 from 24.2% in 2001. In 2002, we
implemented cost-control measures that resulted in decreases in travel expenses and fees paid to outside software development consultants. These savings were offset by increased labor costs primarily attributable to the additional headcount
resulting from the Sitraka acquisition.



We believe significant
expenditures in research and development are required to remain competitive, and expect that research and development expenses will continue to represent approximately 20-25% of total revenues for the foreseeable future.



General and AdministrativeGeneral and administrative expenses
consist primarily of compensation and benefit costs for our executive, finance, legal, administrative and information services personnel, professional fees, and facilities and systems costs. General and administrative expenses increased to $25.2
million in 2002 from $24.0 million in 2001, representing an increase of $1.2 million or 4.9%. The increase in 2002 is primarily attributable to increased legal expenses and premiums for directors and officers liability insurance
coverage. General and administrative expenses as a percentage of total revenues remained relatively flat from 2001 to 2002.



Intangible Asset and Goodwill AmortizationIntangible asset and goodwill amortization includes the amortization of intangible assets. These
costs decreased to $2.0 million in 2002 from $56.7 million in 2001, principally resulting from our adoption of SFAS No. 142. All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of
potential impairment exist, using a fair-value-based approach. All other intangible assets will continue to be amortized over their estimated useful lives and assessed for impairment under SFAS No. 144. Previously recognized workforce-in-place
intangible assets were reclassified to goodwill effective January 1, 2002. See Note 1 of Notes to Consolidated Financial Statements for a reconciliation of previously reported net income (loss) and earnings (loss) per share to the
amounts adjusted for the exclusion of goodwill amortization had we adopted the non-amortization provisions of SFAS No. 142 as of January 1, 2001.



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Other Compensation CostsOther compensation costs is comprised primarily of compensation
expense associated with the issuance of stock options with exercise prices below fair market value. These costs decreased to $2.0 million in 2002 from $7.0 million in 2001.



Other Income, NetOther income, net consists primarily of interest income and expense and gain (loss) on equity
investments. Other income, net increased to $8.7 million in 2002 from $3.8 million in 2001. The increase is partially due to a $0.3 million net gain recognized in 2002 on equity investments, slightly offset by lower yields on investments as a
function of the decreasing interest rate environment and a loss recognized on the disposal of an aircraft. The net gain on equity investments in 2002 was attributable to a $1.9 million gain on the sale of an equity investment, largely offset by a
non-cash charge of $1.6 million reflecting an adjustment for other than temporary impairment of an equity investment. These investments are in privately held information technology companies, many of which are in the start-up or development stage.
These investments are carried at cost, subject to adjustment for other than temporary impairment. The average interest rates of our investments are summarized under Item 7a: Quantitative and Qualitative Disclosures About Market
RisksInterest Rate Risk.



During 2001, we
recognized a $4.4 million loss on equity investments. The loss in 2001 resulted from a non-cash charge to write down the carrying value of certain equity investments to reflect an adjustment for other than temporary impairment.



We have committed to make additional capital contributions to a private
equity fund totaling $2.2 million. If the companies in which we have made direct or indirect investments do not complete initial public offerings or are not acquired by publicly traded companies or for cash, we may not be able to sell these
investments. In addition, even if we are able to sell these investments, we cannot assure that we will be able to sell them at a gain or even recover our investment.



Income TaxesProvision for income taxes increased to $8.1 million in 2002 from $5.9 million in 2001,
representing an increase of $2.2 million or 38.6%. The effective income tax rate in 2002 was 43.9% compared to (11.7)% in 2001. The change in the effective tax rate from 2001 to 2002 results primarily from the elimination of goodwill amortization
associated with the implementation of SFAS No. 142. See Note 10 of Notes to Consolidated Financial Statements.



Comparison of Fiscal Years Ended December 31, 2001 and 2000



Revenues



Total revenues were $246.5 million in 2001 compared to $165.6 million in 2000, representing growth of $80.9 million or 48.9%.



License RevenuesLicense revenues were $174.1 million in 2001,
compared to $126.8 million in 2000, representing growth of $47.3 million or 37.3%. License revenues represented 70.6% of total revenues in 2001, compared to 76.6% in 2000. License revenues in North America accounted for 78.1% of total license
revenues for 2001, compared to 81.0% in 2000.



License revenue
growth in 2001 derived from higher unit volumes, sales force expansion and new product introductions. Our ability to close larger individual sales transactions also contributed to license revenue growth in these periods. Price increases did not
contribute to license revenue growth.



The increase in license
revenues from 2000 to 2001 was primarily due to continued expansion of our worldwide sales force, and to a greater extent increased market acceptance of existing products, including LiveReorg, and the successful introduction of new products,
including Quest Central for DB2 and the FastLane products we acquired in September 2000 for managing Microsoft Windows 2000 environments.



Service RevenuesService revenues were $72.4 million in 2001, compared to $38.8 million in 2000, representing growth of $33.6 million or
86.6%. Service revenues represented 29.4% of total revenues in 2001, compared to 23.4% in 2000. The growth in service revenues in 2001 reflect the increase in first year maintenance and support fees associated with the growth in product license
sales. To a much lesser extent, consulting services revenue growth contributed to service revenue growth in 2001.



Cost of Revenues



Cost of LicensesCost of licenses was $4.5 million in 2001, compared with $3.6 million in 2000, representing an increase of $0.9 million or
25.0%. Cost of licenses as a percentage of license revenues was 2.6% in 2001, compared with 2.8% in 2000. The increase in absolute dollars in cost of licenses from 2000 to 2001 was primarily due to increased software royalties partially offset by a
reduction in printing costs in 2001.



Cost of
ServicesCost of services was $18.5 million in 2001, compared with $10.7 million in 2000, representing an increase of $7.8 million or 72.9%. Cost of services as a percentage of service revenues was 25.6% in 2001, compared with 27.6% for
2000. The dollar cost increase in cost of services was primarily due to the increase in the number of technical support



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personnel required to manage and support our growing customer base as well as increased product offerings. As a percentage of service revenues, costs of
services decreased from 27.6% in 2000 to 25.6% in 2001. This decrease in 2001 was caused by increased tenure and productivity of technical support personnel and increased stability of enhanced products in our installed base.



Amortization of Purchased Intangible AssetsAmortization of
purchased intangible assets was $8.0 million in 2001, compared with $5.0 million in 2000, representing an increase of $3.0 million or 60.0%. Intangible assets purchased as part of acquisitions were $25.4 million and $3.2 million in 2000 and 2001,
respectively. The increase in amortization from 2000 to 2001 was due entirely to technology purchased as part of the acquisitions made during the third quarter of 2000. In the third quarter of 2000, we added $16.0 million of purchased intangible
assets, as a result of incurring a full year of amortization in 2001 compared to approximately three months in 2000.



Operating Expenses



Sales and MarketingSales and marketing expenses were $121.9 million in 2001, compared to $77.6 million in 2000, representing an increase of
$44.3 million or 57.1%. Sales and marketing as a percentage of total revenues increased to 49.4% in 2001, compared to 46.9% in 2000. The increase in sales and marketing expense was primarily due to an increase in salaries and related expenses of
$21.6 million, a $6.0 million increase in commissions, $4.0 million increase in travel and related costs and a $2.2 million increase in office lease expenses. The increases reflect our investment in our sales and marketing organization. In
particular, sales and marketing employees increased by 76 from 2000 to 2001, an increase of 12.4%. Commissions were higher year-over-year as a result of increased license revenues. Sales and marketing expenses decreased as a percentage of revenues
in the first and second quarters of 2001, but then increased to 52% and 51% in the third and fourth quarters, respectively, as revenues declined more than expenses in the aftermath of the September 11, 2001 attacks on the United States.



Research and DevelopmentResearch and development expenses
were $59.5 million in 2001, compared to $39.7 million in 2000, representing an increase of $19.8 million or 49.9%. The increase in research and development expenses during these periods was primarily related to increases in the number of personnel
conducting research and development, including software developers and technical documentation and quality assurance personnel associated with new product initiatives and the integration of software products associated with companies acquired during
the 2000 to 2001 periods. Research and development expenses as a percentage of total revenues were relatively flat from 2000 to 2001 as a result of lower than expected license revenues in the last two quarters offset by a reduction in year-over-year
headcount increases.



General and
AdministrativeGeneral and administrative expenses were $24.0 million in 2001, compared to $17.7 million in 2000, representing an increase of $6.3 million or 35.6%. The dollar increase in general and administrative expenses was primarily
due to the increase in headcount to support our growing infrastructure and expanding operations. General and administrative expenses as a percentage of total revenues decreased from 10.7% in 2000 to 9.7% in 2001, primarily because associated
headcount is growing at a slower rate than revenues.



Intangible Asset and Goodwill AmortizationIntangible asset and goodwill amortization increased to $56.7 million in 2001 from $36.0 million in 2000, primarily due to the acquisitions made during the third quarter of 2000. We
added $121.3 million of goodwill, as a result of incurring a full year of amortization in 2001 compared to approximately three months in 2000. See Note 1 of Notes to Consolidated Financial Statements for a reconciliation of previously
reported net income (loss) and earnings (loss) per share to the amounts adjusted for the exclusion of goodwill amortization had we adopted the non-amortization provisions of SFAS No. 142 as of January 1, 2000.



Other Compensation CostsOther compensation costs increased to
$7.0 million in 2001 from $5.1 million in 2000. These costs were primarily related to the grant of stock options with exercise prices at less than fair market value. The majority of the option grants with exercise prices at less than fair market
value were made in 1999.



Other Income, NetOther
income, net was $3.8 million in 2001, compared to $11.6 million in 2000. The decrease from 2000 to 2001 is primarily due to a non-cash charge of $4.4 million we recognized to write down the carrying value of certain equity investments to reflect
their estimated fair value, lower yields on investments as a function of the decreasing interest rate environment and reduced cash balances resulting from application of the net proceeds from public offerings in August 1999 and March 2000.



Income TaxesProvision for income taxes was $5.9
million in 2001, compared to $6.8 million in 2000, representing a decrease of $0.9 million or 13.2%. The effective income tax rate for 2001 was (11.7)%, compared to (37.2)% in 2000. The change in the effective tax rate from 2000 to 2001 resulted
primarily from an increase in non-deductible goodwill amortization associated with acquisitions completed during 2000 and 2001.



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Inflation



Inflation has not had a significant effect on our results of operations or financial position for the years ended December 31, 2000, 2001 and 2002.



Liquidity and Capital Resources



As of December 31, 2002, the fair market value of our investment portfolio
included cash, cash equivalents and short-term marketable securities totaling $92.1 million and $115.4 million, respectively, in long-term investment grade corporate and government securities.



Net cash provided by operating activities declined to $53.2 million in 2002,
compared with $64.5 million and $25.9 million in 2001 and 2000, respectively. The decrease in net cash provided by operating activities in 2002 resulted primarily from a slowdown in the rate of growth of deferred revenue and reduced accrued
compensation.



Net cash used in investing activities was $21.9
million in 2002, consisting primarily of $35.2 million net cash received from sales and maturities of marketable securities, offset by the use of $56.8 million for acquisitions and $3.0 million in capital expenditures. Net cash used in investing
activities was $72.2 million in 2001, consisting primarily of net purchases of marketable securities of $49.8 million and capital expenditures of $22.1 million to support our worldwide expansion and related infrastructure needs. Net cash used in
investing activities was $241.8 million in 2000, consisting primarily of net purchases of marketable securities of $111.0 million, acquisitions of $82.1 million, and capital expenditures of $40.4 million to support our worldwide expansion and
related infrastructure needs.



During the year ended December
31, 2002, we generated approximately $34.0 million in cash and cash equivalents, primarily from our operations. Because our operating results may fluctuate significantly, as a result of decreases in customer demand or decreases in the acceptance of
our future products and services, our ability to generate positive cash flow from operations may be jeopardized.



In the future, we expect cash will continue to be generated from our operations. We do not expect to spend significant amounts of additional cash to
acquire property and equipment in the near term and therefore the level of cash used in investing activities to acquire property and equipment should remain constant with that used in 2002. We do, however, currently plan to reinvest our cash
generated from operations in new short and long term marketable securities consistent with past investment practices, and continue to evaluate a variety of strategic investment and acquisition opportunities. Therefore, net cash used in investing
activities may increase.



Financing activities generated $4.0
million in 2002, primarily resulting from net proceeds of $6.2 million from issuances of our common stock under employee stock option and stock purchase plans, offset by the use of $2.3 million to repay debt. Financing activities generated $12.9
million in 2001, of which $11.5 million was generated from issuances of our common stock under employee stock option and stock purchase plans. Financing activities generated $201.1 million in 2000. In March 2000, we raised net proceeds of $253.5
million from a public offering of our common stock.



In
December 2000, our Board of Directors authorized a stock repurchase program under which Quest may purchase up to two million shares of its common stock. Under the repurchase program, we may purchases shares from time to time at varying prices in
open market or private transactions. In October 2001, our Board of Directors increased the total number of shares authorized for repurchase under the stock repurchase program from two million shares to five million. As of December 31, 2002, we had
repurchased approximately 1.7 million shares of our common stock under this program for an aggregate cost of approximately $58.0 million. Repurchases help offset dilution from stock issued under our stock option and stock purchase plans. No shares
of common stock were repurchased under this plan during 2002 or 2001.



As of December 31, 2002, our only significant contractual obligations or commercial commitments consisted of our facility lease commitments and operating leases for office facilities and certain items of equipment, and the remaining balance
of certain indebtedness assumed in connection with our acquisition of FastLane in September 2000. These commitments will require cash payments of $14.4 million in 2003, $10.5 million in 2004, $8.1 million in 2005, $4.0 million in 2006 and $2.2
million thereafter. In addition, we have committed to make additional capital contributions to a private equity fund totaling $2.2 million as capital calls are made. We do not have any off-balance sheet arrangements that could significantly reduce
our liquidity. We would be required to use existing cash, cash equivalents and investment balances to support our working capital balances if we are not able to generate or sustain positive cash flow from operations. Our ability to generate cash
from operations is subject to substantial risks described below under the caption Risk Factors.



Based on our current operating plan, we believe that our existing cash, cash equivalents and investment balances and cash flows from operations will be
sufficient to finance our working capital and capital expenditure requirements through at least the next 12 months. However, if events occur or circumstances change such that we fail to meet our operating plan as expected, we



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may require additional funds to support our working capital requirements or for other purposes and may seek to raise additional funds through public or
private equity or debt financing or from other sources. If additional financing is needed, we can not assure you that such financing will be available to us on commercially reasonable terms or at all.



Critical Accounting Policies and Estimates



The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make
estimates and judgments that affect our reported assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, accounts receivable, intangible assets and deferred income
taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. This forms the basis of judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We believe the following critical accounting policies and the related judgments and estimates affect the preparation of our consolidated financial
statements.



Revenue Recognition



We derive revenues from two primary sources: (1) software licenses and (2)
services, which include customer support, consulting and education. We license our products through our direct sales force and indirectly through resellers. We recognize revenue in accordance with the American Institute of Certified Public
Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition, and related interpretations, and SOP 98-9 Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions. Based on our reading and interpretation of SOP 97-2 and SOP 98-9, we believe that our current sales contract terms and business arrangements have been properly reported. The AICPA and its Software Revenue Recognition Task Force
continue to issue interpretations and guidance for applying the relevant standards to a wide range of sales contract terms and business arrangements that are prevalent in the software industry. Also, the Securities and Exchange Commission (SEC) has
issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, which provides guidance related to revenue recognition based on interpretations and practices followed by the SEC. Future interpretations of
existing accounting standards or changes in our business practices could result in future changes in our revenue accounting policies that could have a material adverse effect on our business, financial condition and results of operations.



Revenues from sales of software licenses, which generally do
not contain multiple elements, are recognized when: (1) we enter into a legally binding arrangement with a customer; (2) we deliver the products; (3) customer payment is deemed fixed or determinable and free of contingencies or significant
uncertainties; and (4) collection is probable. If all the requirements of SOP 97-2, SOP 98-9 and SAB 101 have not been met, revenue recognition is deferred until such items are known or resolved. Revenue from post-sale customer support is deferred
and recognized ratably over the term of the support contract. Revenues from consulting and training services are recognized as the services are performed.



For arrangements with multiple elements, we allocate revenue to each element of a transaction based upon its fair value as determined in reliance on
vendor-specific objective evidence. Vendor-specific objective evidence of fair value for all elements of an arrangement is based upon the normal pricing and discounting practices for those products and services when sold separately. If
we cannot objectively determine the fair value of any undelivered element included in bundled software and service arrangements, we defer revenue until all elements are delivered, services have been performed or until fair value can objectively be
determined.



Accounts Receivable



We maintain allowances for sales returns and doubtful accounts for estimated
losses resulting from the unwillingness or inability of our customers to make required payments. The amount of our reserves is based on historical experience and our analysis of the accounts receivable. If the financial condition of our customers
were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required which would result in an additional general and administrative expense in the period such determination was made. Additionally,
if significant product performance issues were to arise resulting in the Company accepting sales returns, additional allowances may be required which would result in a reduction of revenue in the period such determination was made. The
Companys standard licensing agreement does not permit customers to return product except in situations where the product does not perform in accordance with established product requirements and the Company is unable to remedy the outstanding
issues. While such amounts have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past.





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Intangible Assets



In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards
(SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method of accounting. SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets. We adopted SFAS No. 141 at the beginning of the third quarter of 2001 and adopted SFAS No. 142 at
the beginning of the first quarter of 2002. As required by SFAS No. 142, we discontinued amortizing the remaining balances of goodwill as of the beginning of fiscal 2002. As a result, our annual amortization expense decreased approximately $56.0
million. All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using a fair-value-based approach. All other intangible assets will continue to be amortized
over their estimated useful lives and assessed for impairment under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



Under SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated
fair value. In conjunction with the implementation of SFAS No. 142, we performed our initial impairment review and as a result determined that the carrying value of goodwill was less than the estimated fair value. In calculating the fair value of
the reporting units (licenses and services), the Market Approach (Guideline Company Method) was the methodology deemed the most reliable and used for impairment analysis. We will perform subsequent annual impairment reviews during the fourth quarter
of each year, or earlier if indicators of potential impairment exist. Future impairment reviews may result in charges against earnings to write down the value of goodwill.



Purchased intangible assets are recorded at the appraised value and amortized using the straight-line method over estimated
useful lives of two to seven years. The net carrying amount of purchased intangible assets was considered recoverable at December 31, 2002. We will continue to evaluate the value of our purchased intangible assets on a periodic basis. Recoverability
of these assets is determined based upon the forecasted undiscounted future net cash flows from the operations to which the assets relate, utilizing our best estimates, appropriate assumptions and projections at the time. These projected future cash
flows may significantly vary over time as a result of increased competition, changes in technology, and fluctuations in demand. In the event that in the future it is determined that the purchased intangible assets value has been impaired, an
adjustment will be made resulting in a charge for the write-down in the period in which the determination is made.



Deferred Taxes



We recognize deferred income tax assets and liabilities based upon the differences between the financial statement carrying amounts and the tax bases of
assets and liabilities. Such deferred income taxes primarily relate to the timing of the recognition of certain revenue items and the timing of the deductibility of certain reserves and accruals for income tax purposes. We regularly review the
deferred tax assets for recoverability and establish a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. If we are unable to generate sufficient future taxable income, or if
there is a material change in the actual effective tax rates or time periods within which the underlying timing differences become taxable or deductible, we could be required to establish an additional valuation allowance against the deferred tax
assets which could result in a substantial increase in our effective tax rate and have a materially adverse impact on our operating results.



Recently Issued Accounting Pronouncements



In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets. We adopted SFAS No. 142 at the beginning of the first quarter of 2002. As required by SFAS No. 142, we discontinued amortizing the remaining balances of goodwill as of the beginning of
fiscal 2002. All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using a fair-value-based approach. All other intangible assets will continue to be
amortized over their estimated useful lives and assessed for impairment under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Previously recognized workforce-in-place intangible assets were
reclassified to goodwill effective January 1, 2002. Refer to Note 1 of Notes to our consolidated financial statements for adjusted net income (loss) for the years ended December 31, 2001 and 2002.



Under SFAS No. 142, goodwill impairment is deemed to exist if the net book
value of a reporting unit exceeds its estimated fair value. Our reporting units are generally consistent with the operating segments underlying the reportable segments identified in Note 15Geographic and Segment Information. In conjunction
with the implementation of SFAS No. 142, we performed our initial impairment review as of January 1, 2002 and October 31, 2002 and as a result determined that the carrying value of goodwill was less than the estimated fair value. In calculating the
fair value of the reporting units (licenses and services), the Market Approach (Guideline Company Method) was the methodology deemed the most reliable and used for impairment



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analysis. We will perform subsequent annual impairment reviews during the fourth quarter of each year, or earlier if indicators of potential impairment
exist. Future impairment reviews may result in charges against earnings to write down the value of goodwill.



Effective January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. This new statement also supersedes certain aspects of Accounting Principles Board Opinion (APB) 30,
Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, with regard to reporting the effects of a disposal of
a segment of a business and will require expected future operating losses from discontinued operations to be reported in discontinued operations in the period incurred (rather than as of the measurement date as presently required by APB 30). In
addition, more dispositions may qualify for discontinued operations treatment. We adopted SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 did not have a significant impact on our financial position, results of operations, or
cash flows.



In July 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and reporting for costs associated with exit or disposal activities and Emerging Issues Task Force 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring). SFAS No. 146 requires that costs associated with exit or disposal activities be recognized
when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will apply the requirements of SFAS No. 146 to
exit activities initiated after December 31, 2002, as required.



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others. FIN 45
elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee,
a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31,
2002; while the provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. We adopted the disclosure provisions of FIN 45 during the fourth quarter of fiscal 2002 and
such adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the recognition provisions of FIN 45 but expect that they will not have a material adverse impact on our consolidated results of
operations or financial position upon adoption.



In December
2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative
methods for voluntary transition to SFAS No. 123s fair value method of accounting for stock-based employee compensation (the fair value method). SFAS No. 148 also requires disclosure of the effects of an entitys accounting
policy with respect to stock-based employee compensation on reported net income (loss) and earnings (loss) per share in annual and interim financials statements. The provisions of SFAS No. 148 are effective in fiscal years ending after December 15,
2002. We are currently evaluating the provisions of SFAS No. 148 but expect that they will not have a material adverse impact on our consolidated results of operations and financial position upon adoption since we have not adopted the fair value
method. However, should we be required to adopt the fair value method in the future, such adoption could have a material impact on our consolidated results of operations or financial position. See Note 12 of the Notes to Consolidated
Financial Statements.



In January 2003, the FASB
issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for
business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the
first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Since we
currently have no variable interest entities, we expect that the adoption of the provisions of FIN 46 will not have a material adverse impact on our consolidated results of operations or financial position.



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RISK FACTORS



An investment in our shares involves risks and uncertainties. You should carefully consider the factors described below
before making an investment decision in our securities. The risks described below are the risks that we currently believe are material risks of business and the industry in which we compete.



Our business, financial condition and results of operations could be
adversely affected by any of the following risks. If we are adversely affected by such risks, then the trading price of our common stock could decline, and you could lose all or part of your investment.



Risks Related to Our Business



Our quarterly operating results may fluctuate in future periods and, as a result, we may
fail to meet expectations of investors and analysts, causing our stock price to fluctuate or decline



Our revenues and operating results have varied in the past and may vary significantly from quarter to quarter due to a number of factors. These factors
include the following:



| |  |  | the size and timing of customer orders. See The size and timing of our customer orders may vary significantly from quarter to quarter which could cause fluctuations
in our revenues.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the discretionary nature of our customers purchasing decisions and budget cycles;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the timing of revenue recognition for sales of software products and services;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the extent to which our customers renew their maintenance contracts with us;
| | - |  | ----------------------------------------------------------------------------



| |  |  | exposure to general economic conditions and reduced levels of corporate IT spending;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | changes in our level of operating expenses and our ability to control costs;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our ability to attain market acceptance of new products and services and enhancements to our existing products;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | changes in our pricing policies or the pricing policies of our competitors;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the relative growth rates of competing operating system, database and application platforms;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the unpredictability of the timing and level of sales through our indirect sales channels;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | costs related to acquisitions of technologies or businesses, including amortization costs for intangible assets with indefinite lives; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing of releases of new versions of third-party software products that our products support or with which our products compete.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



Fluctuations in our results of operations are likely to affect the market
price of our common stock and may not be related to or indicative of our long-term performance.



The size and timing of our customer orders may vary significantly from quarter to quarter which could cause fluctuations in our revenues and operating results



Our license revenues in any quarter are substantially dependent on orders
booked and shipped in that quarter. Our revenues in a given quarter could be adversely affected if we are unable to complete one or more large license agreements, or if the contract terms were to prevent us from recognizing revenue during that
quarter. The sales cycles for certain of our software products, such as Vista Plus and SharePlex, can last from three to nine months and often require pre-purchase evaluation periods and customer education. Also, we have often booked a large amount
of our sales in the last month, weeks or days of each quarter and delays in the closing of sales near the end of a quarter could cause quarterly revenue to fall short of anticipated levels. Finally, while a portion of our revenues each quarter is
recognized from previously deferred revenue, our quarterly performance will depend primarily upon entering into new contracts to generate revenues for that quarter. These factors may cause significant periodic variation in our license revenues. In
addition, we incur or commit to operating expenses based on anticipated revenue levels, and



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generally do not know whether revenues in any quarter will meet expectations until the end of that quarter. Accordingly, if our revenue growth rates slow or
our revenues decline, our operating results could be seriously impaired because many of our expenses are relatively fixed in nature and cannot be easily or quickly changed.



General economic conditions and reduced levels of corporate IT spending may continue to affect revenue growth rates and impact our
business



Our business and operating results are subject
to the effects of changes in general economic conditions. Recent unfavorable economic conditions have resulted in continued reduced corporate IT spending in the industries that we serve and a softening of demand for computer software, not only in
the database and application market segments we support but also in the product segment in which we compete. If these economic conditions do not improve, or we experience continued deterioration in general economic conditions or further reduced
corporate IT spending, our business and operating results could continue to be adversely impacted.



Many of our products are dependent on Oracles technologies; if Oracles technologies lose market share or become incompatible with our products, the demand for our products could suffer



We believe that our success has depended in part, and will continue to
depend in part for the foreseeable future, upon our relationship with Oracle and our status as a complementary software provider for Oracles database and application products. Many versions of our products, including SharePlex and SQLab
Vision, are specifically designed to be used with Oracle databases. Although a number of our products work with other environments, our competitive advantage consists in substantial part on the integration between our products and Oracles
products, and our extensive knowledge of Oracles technology. Currently, a significant portion of our total revenues is derived from products that specifically support Oracle-based products. If Oracle for any reason decides to promote
technologies and standards that are not compatible with our technology, or if Oracle loses market share for its database products, our business, operating results and financial condition would be materially adversely affected.



Many of our products are vulnerable to direct competition from Oracle



We compete with Oracle in the market for database management solutions and
the competitive pressure continues to increase. We expect that Oracles commitment to and presence in the database management product market will increase in the future and therefore substantially increase competitive pressures. We believe that
Oracle will continue to incorporate database management technology into its server software offerings, possibly at no additional cost to its users. We believe that Oracle will also continue to enhance its database management technology. Furthermore,
Oracle could attempt to increase its presence in this market by acquiring or forming strategic alliances with our competitors, and Oracle may be in better position to withstand and respond to the current factors impacting this industry. Oracle has a
longer operating history, a larger installed base of customers and substantially greater financial, distribution, marketing and technical resources than we do. In addition, Oracle has well-established relationships with many of our present and
potential customers. As a result, we may not be able to compete effectively with Oracle in the future, which could materially adversely affect our business, operating results and financial condition.



Our success depends on our ability to develop new and enhanced products that achieve
widespread market acceptance



Our future success depends
on our ability to address the rapidly changing needs of our customers by developing and introducing new products, product updates and services on a timely basis, by extending the operation of our products on new platforms and by keeping pace with
technological developments and emerging industry standards. In order to grow our business, we are committing substantial resources to developing software products and services for the applications management market. If this market does not continue
to develop as anticipated, or demand for our products in this market does not materialize or occurs more slowly than we expect, or if our development efforts are delayed or unsuccessful, we will have expended substantial resources and capital
without realizing sufficient revenues, and our business and operating results could be adversely affected.



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Acquisitions of companies or technologies may result in disruptions to our business and diversion of management
attention



We have in the past made and we expect to
continue to make acquisitions of complementary companies, products or technologies, including our recent acquisition of Sitraka, Inc. in November 2002. Any additional acquisitions will require us to assimilate the operations, products and personnel
of the acquired businesses and train, retain and motivate key personnel from the acquired businesses. We may be unable to maintain uniform standards, controls, procedures and policies if we fail in these efforts. Similarly, acquisitions may subject
us to liabilities and risks that are not known or identifiable at the time of the acquisition or may cause disruptions in our operations and divert managements attention from day-to-day operations, which could impair our relationships with our
current employees, customers and strategic partners. We may have to use cash, incur debt or issue equity securities to pay for any future acquisitions. Use of cash or debt may affect our liquidity and use of cash would reduce our cash reserves. The
issuance of equity securities for any acquisition could be substantially dilutive to our shareholders. In addition, our profitability may suffer because of acquisition-related costs or amortization costs for intangible assets with indefinite useful
lives. In consummating acquisitions, we are also subject to risks of entering geographic and business markets in which we have no or limited prior experience. Also, we may determine that the acquired company, product or technology does not further
our business strategy or that the company, product or technology is ultimately worth less than the price we paid, either of which could generate a future impairment charge. If we are unable to fully integrate acquired businesses, products or
technologies with our existing operations, we may not receive the intended benefits of acquisition.



Our past and future growth may strain our management, administrative, operational and financial infrastructure



We have recently experienced a period of rapid growth in our operations that has placed and will continue to place a strain on our management,
administrative, operational and financial infrastructure. During this period, we have experienced an increase in the number of our employees, increasing demands on our operating and financial systems and personnel, and an expansion in the geographic
coverage of our operations. Our ability to manage our operations and growth requires us to continue to improve our operational, financial and management controls, and reporting systems and procedures. We may need to expand our facilities or relocate
some or all of our employees or operations from time to time to support growth. These relocations could result in temporary disruptions of our operations or a diversion of managements attention and resources. In addition, we will be required
to hire additional management, financial and sales and marketing personnel to manage our expanding operations. If we are unable to manage this growth effectively, our business, operating results and financial condition may be materially adversely
affected.



We may not generate increased business from our current
customers, which could slow our revenue growth in the future



Most of our customers initially make a purchase of our products for a single department or location. Many of these customers may choose not to expand their use of our products. If we fail to generate expanded business from our current
customers, our business, operating results and financial condition could be materially adversely affected. In addition, as we deploy new modules and features for our existing products or introduce new products, our current customers may choose not
to purchase this new functionality or these new products. Moreover, if customers elect not to renew their maintenance agreements, our service revenues would be materially adversely affected.



Our international operations and our planned expansion of our international operations
expose us to certain risks



We continue to expand our
international sales activities as part of our business strategy. As a result, we face increasing risks from our international operations, including, among others:



| |  |  | difficulties in staffing and managing foreign operations;
| | - |  | ---------------------------------------------------------



| |  |  | longer payment cycles;
| | - |  | ----------------------



| |  |  | seasonal reductions in business activity in Europe;
| | - |  | ---------------------------------------------------



| |  |  | increased financial accounting and reporting burdens and complexities;
| | - |  | ----------------------------------------------------------------------



| |  |  | potentially adverse tax consequences;
| | - |  | -------------------------------------



| |  |  | potential loss of proprietary information due to piracy, misappropriation or weaker laws regarding intellectual property protection;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delays in localizing our products and licensing programs;
| | - |  | ---------------------------------------------------------



18



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| |  |  | political unrest or terrorism, particularly in areas in which we have facilities;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | compliance with a wide variety of complex foreign laws and treaties; and
| | - |  | ------------------------------------------------------------------------



| |  |  | licenses, tariffs and other trade barriers and regulatory consequences.
| | - |  | -----------------------------------------------------------------------



In addition, because our international subsidiaries generally conduct business in the currency of the country in which they operate, our exposure to
exchange rate fluctuations, which are outside of our control, will increase as our international operations expand. We have not yet entered into any hedging transactions to mitigate exposure to foreign currency fluctuations.



Operating in international markets also requires significant management
attention and financial resources and will place additional burdens on our management, administrative, operational and financial infrastructure. We cannot be certain that our investments in establishing facilities in other countries will produce
desired levels of revenue or profitability. In addition, we have limited experience in developing localized versions of our products and marketing and distributing them internationally.



Failure to develop strategic relationships could harm our business by denying us selling opportunities and other benefits



From time to time, we have collaborated with other companies, including
Hewlett-Packard and Oracle and certain major system integrators, in areas such as product development, marketing, distribution and implementation. Our current collaborative relationships may not prove to be beneficial to us, and they may not be
sustained. We also may not be able to enter into successful new strategic relationships in the future, which could have a material adverse effect on our business, operating results and financial condition. We could lose sales opportunities if we
fail to work effectively with these parties. Moreover, we expect that maintaining and enhancing these and other relationships will become a more meaningful part of our business strategy in the future. However, many of our current partners are either
actual or potential competitors with us. In addition, many of these third parties also work with competing software companies and we may not be able to maintain these existing relationships, due to the fact that these relationships are informal or,
if written, are terminable with little or no notice.



Failure to adequately
protect our intellectual property rights could harm our competitive position



Our success and ability to compete are dependent on our ability to develop and maintain the proprietary aspects of our technology. We generally rely on a combination of trademark, trade secret, patent, copyright law
and contractual restrictions to protect the proprietary aspects of our technology.



Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Litigation may be necessary in
the future to enforce our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of the proprietary rights of others. Any such resulting litigation, whether successful or unsuccessful, could result in
substantial costs and diversion of management and financial resources, which could harm our business.



Our means of protecting our proprietary rights may prove to be inadequate and competitors may independently develop similar or superior technology.
Policing unauthorized use of our products is difficult, and we cannot be certain that the steps we have taken will prevent misappropriation of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as
fully as in the United States. We also believe that, because of the rapid rate of technological change in the software industry, trade secret and copyright protection are less significant than factors such as the knowledge, ability and experience of
our employees, frequent product enhancements and the timeliness and quality of customer support services.



Third parties may claim that our software products or services infringe on their intellectual property rights, exposing us to litigation that, regardless of merit, may be costly to defend



Our success and ability to compete are also dependent on our ability to
operate without infringing upon the proprietary rights of others. Third parties may claim that our current or future products infringe their intellectual property rights. Any such claim, with our without merit, could have a significant effect on our
business and financial results. See Legal Proceedings in Part I, Item 3, of this report, for information concerning copyright infringement and trade secret misappropriation claims recently initiated against Quest by Computer
Associates International, Inc. This and any future third party claim could be time consuming, divert managements attention from our business operations and result in substantial litigation costs, including any monetary damages and customer
indemnification obligations, which may result from such claims. In addition, parties making these claims may be able to obtain injunctive or other equitable relief affecting our ability to license the products that incorporate the challenged
intellectual property. As a result of such claims, we may be required to obtain licenses from third parties, develop alternative technology or redesign our products. We cannot be sure that such licenses would be available on terms acceptable to



19



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##### Table of Contents

us, if at all. If a successful claim is made against us and we are unable to develop or license alternative technology, our business and financial results
and position could be materially adversely affected.



Our business will
suffer if our software contains errors



The software
products we offer are inherently complex. Despite testing and quality control, we cannot be certain that errors will not be found in current versions, new versions or enhancements of our products after commencement of commercial shipments.
Significant technical challenges also arise with our products because our customers purchase and deploy our products across a variety of computer platforms and integrate it with a number of third-party software applications and databases. If new or
existing customers have difficulty deploying our products or require significant amounts of customer support, our operating margins could be harmed. Moreover, we could face possible claims and higher development costs if our software contains
undetected errors or if we fail to meet our customers expectations. As a result of the foregoing, we could experience:



| |  |  | loss of or delay in revenues and loss of market share;
| | - |  | ------------------------------------------------------



| |  |  | loss of customers;
| | - |  | ------------------



| |  |  | damage to our reputation;
| | - |  | -------------------------



| |  |  | failure to achieve market acceptance;
| | - |  | -------------------------------------



| |  |  | diversion of development resources;
| | - |  | -----------------------------------



| |  |  | increased service and warranty costs;
| | - |  | -------------------------------------



| |  |  | legal actions by customers against us which could, whether or not successful, increase costs and distract our management; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | increased insurance costs.
| | - |  | --------------------------



In addition, a product liability claim, whether or not successful, could harm our business by increasing our costs and distracting our management.



We incorporate software licensed from third parties into some of our
products and any significant interruption in the availability of these third-party software products or defects in these products could reduce the demand for, or prevent the shipping of, our products



Certain of our software products contain components developed and maintained
by third-party software vendors. We expect that we may have to incorporate software from third-party vendors in our future products. We may not be able to replace the functionality provided by the third-party software currently offered with our
products if that software becomes obsolete, defective or incompatible with future versions of our products or is not adequately maintained or updated. Any significant interruption in the availability of these third-party software products or defects
in these products could harm our sales unless and until we can secure an alternative source. Although we believe there are adequate alternate sources for the technology licensed to us, such alternate sources may not provide us with the same
functionality as that currently provided to us.



Natural disasters or power
outages could disrupt our business



A substantial portion
of our operations are located in California, and we are subject to risks of damage and business disruptions resulting from earthquakes, floods and similar events, as well as from power outages. We have in the past experienced limited and temporary
power losses in our California facilities due to power shortages, and we expect in the future to experience additional power losses. While the impact to our business and operating results has not been material, we cannot assure you that power losses
will not adversely affect our business in the future, or that the cost of acquiring sufficient power to run our business will not increase significantly. Since we do not have sufficient redundancy in our networking infrastructure, a natural disaster
or other unanticipated problem could have an adverse effect on our business, including both our internal operations and our ability to communicate with our customers or sell and deliver our products.



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##### Table of Contents

Risks Related to Our Industry



The demand for our products will depend on our ability to adapt to rapid technological change



Our future success will depend on our ability to continue to enhance our
current products and to develop and introduce new products on a timely basis that keep pace with technological developments and satisfy increasingly sophisticated customer requirements. Rapid technological change, frequent new product introductions
and enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards characterize the market for our products and services. The introduction of products embodying new technologies and the emergence of new
industry standards can render our existing products obsolete and unmarketable. As a result of the complexities inherent in todays computing environments and the performance demanded by customers for embedded databases and Web-based products,
new products and product enhancements can require long development and testing periods. As a result, significant delays in the general availability of such new releases or significant problems in the installation or implementation of such new
releases could have a material adverse effect on our business, operating results and financial condition. We may not be successful in:



| |  |  | developing and marketing, on a timely and cost-effective basis, new products or new product enhancements that respond to technological change, evolving industry standards or
customer requirements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | avoiding difficulties that could delay or prevent the successful development, introduction or marketing of these products; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | achieving market acceptance for our new products and product enhancements.
| | - |  | --------------------------------------------------------------------------



We may not be able to attract and retain personnel



Our future success depends on the continued service of our executive officers and other key administrative, sales and marketing and support personnel,
many of whom have recently joined our company. In addition, the success of our business is substantially dependent on the services of our Chief Executive Officer and other executive officers. There has in the past been and there may in the future be
a shortage of personnel that possess the technical background necessary to sell, support and develop our products effectively. Competition for skilled personnel is intense, and we may not be able to attract, assimilate or retain highly qualified
personnel in the future. Our business may not be able to grow if we cannot attract qualified personnel. Hiring qualified sales, marketing, administrative, research and development and customer support personnel is very competitive in our industry,
particularly in Southern California where Quest is headquartered.



Item 8.Financial Statements and Supplementary Data



The financial statements required by this item are included in Part IV, Item 15 of this Form 10-K/A and are presented beginning on page F-1.



The following table sets forth selected unaudited consolidated quarterly financial data for the eight quarters ended
December 31, 2002 (in thousands, except per share data):



|                                          |  | Quarters Ended
|----------------------------------------- |  | --------------
|                                          |  | March 31, 2001
|                                          |  |               
|Revenues                                  |  | $             
|Gross profit                              |  |               
|Income (loss) before income tax provision |  |               
|Net income (loss)                         |  | $             
|                                          |  |               
|Basic net income (loss) per share         |  | $             
|Diluted net income (loss) per share       |  | $             
|                                          |  |               



*See the Explanatory Note at the
beginning of this report and Item 6, Selected Financial Data.



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##### Table of Contents

PART IV



Item 15.Exhibits, Financial Statement Schedules And Reports On Form 8-K



(a) The following documents are filed as part of this Form 10-K/A.



|1. |  | Financial Statements
|-- |  | --------------------



|                                                                                                                |  | Page
|--------------------------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors Report                                                                                    |  | F-1 
|Consolidated Balance Sheets as of December 31, 2001 and 2002 (restated)                                         |  | F-2 
|Consolidated Statements of Operations for the Years Ended December 31, 2000, 2001 and 2002 (restated)           |  | F-3 
|Consolidated Statements of Shareholders Equity for the Years Ended December 31, 2000, 2001 and 2002
(restated) |  | F-4 
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2000, 2001 and 2002 (restated)           |  | F-5 
|Notes to Consolidated Financial Statements                                                                      |  | F-7 



|2. |  | Financial Statement Schedules
|-- |  | -----------------------------



The following financial statement schedule should be read in conjunction with the consolidated financial statements of Quest Software, Inc. filed as part
of this Report:



| |  |  | Schedule II  Valuation and Qualifying Accounts
| | - |  | -----------------------------------------------



Schedules other than that listed above have been omitted since they are either not required or not applicable or because the information required is
included in the consolidated financial statements included elsewhere herein or the notes thereto.



|3. |  | Exhibits
|-- |  | --------



|ExhibitNumber |    |  | Exhibit Title                                                                                                                                      
|------------- | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|              |   
|3.1           |    |  | Second Amended and Restated Articles of Incorporation.(1)                                                                                          
|              |   
|3.2           |    |  | Second Amended and Restated Bylaws, as amended.(2)                                                                                                 
|              |   
|3.3           |    |  | Certificate of Amendment of Second Amended and Restated Articles of Incorporation.(3)                                                              
|              |   
|3.4           |    |  | Certificate of Amendment of Bylaws.(4)                                                                                                             
|              |   
|4.1           |    |  | Form of Registrants Specimen Common Stock Certificate.(1)                                                                                         
|              |   
|10.1          | ++ |  | Registrants 1998 Stock Option/Stock Issuance Plan.(1)                                                                                             
|              |   
|10.2          | ++ |  | Registrants 1999 Stock Incentive Plan.(1)                                                                                                         
|              |   
|10.3          | ++ |  | Registrants 1999 Employee Stock Purchase Plan.(1)                                                                                                 
|              |   
|10.4          |    |  | Form of Directors and Officers Indemnification Agreement.(1)                                                                                     
|              |   
|10.5          |    |  | Office Space Lease dated as of June 17, 1999 between The Irvine Company and Quest Software, Inc.(1)                                                
|              |   
|10.6          |    |  | Office Lease between The Northwestern Mutual Life Insurance Company (Landlord) and Quest Software, Inc. (Tenant) dated as of
September 30, 1999.(2)
|              |   
|10.7          |    |  | Office lease, dated June 2000, between Fund VIII and Fund IX Associates and Quest Software, Inc.(5)                                                
|              |   
|10.8          | ++ |  | Registrants 2001 Stock Incentive Plan.(6)                                                                                                         
|              |   
|10.9          |    |  | First Amendment to Lease dated as of January 2, 2003 between The Irvine Company and Quest Software,
Inc.(7)                                        



22



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##### Table of Contents

|ExhibitNumber |  | Exhibit Title                                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|21.1          |  | Subsidiaries of the Company.(7)                                                                                                                   
|              | 
|23.1          |  | Consent of Deloitte & Touche LLP.                                                                                                                 
|              | 
|31.1          |  | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.                       
|              | 
|31.2          |  | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.                       
|              | 
|32.1          |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|              | 
|32.2          |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

---

|(1) |  | Incorporated herein by reference to the Companys Registration Statement on Form S-1 and all amendments thereto (File No. 333-80543).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated herein by reference to the Companys Registration Statement on Form S-1 and all amendments thereto (File No. 333-30816).
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2000.
|--- |  | -------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated herein by reference to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2001
|--- |  | ------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated herein by reference to the Companys Annual Report on Form 10-K for the year ended December 30, 2000
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated herein by reference to the Companys Registration Statement on Form S-8 (File No. 333-82784) filed on February 14, 2002
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Previously filed.
|--- |  | -----------------

|++ |  | Indicates a management contract or compensatory arrangement.
|-- |  | ------------------------------------------------------------



(b) Reports on Form 8-K



No reports on Form 8-K were filed by Quest Software, Inc. during the quarter ended December 31, 2002.



23



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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.



|                       |  | QUEST SOFTWARE, INC.
|---------------------- |  | --------------------
|                       |  |                     
|Dated: August 14, 2003 |  | By:                 
|                       |  |                     



24



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##### Table of Contents

INDEPENDENT AUDITORS REPORT



The Shareholders and Board of Directors

Quest
Software, Inc.



We have audited the accompanying consolidated
balance sheets of Quest Software, Inc. and subsidiaries (the Company) as of December 31, 2001 and 2002, and the related consolidated statements of operations, shareholders equity and comprehensive income (loss), and cash flows for each of the
three years in the period ended December 31, 2002. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Quest Software, Inc. and subsidiaries at December 31, 2001 and 2002, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.



As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for goodwill and other intangible assets during 2002 as a result of adopting Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.



As discussed in Note 2 to the financial statements, the accompanying 2002
financial statements have been restated.



/s/
DELOITTE & TOUCHE LLP



Costa Mesa, California



January 29, 2003 (except for Notes 2 and 16, as to which the date is August 14, 2003)



F-1



---

##### Table of Contents

QUEST SOFTWARE, INC.



CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                                   |  | December 31, 2001 |         |   | December 31, 2002        |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------------------ | -
|                                                                                                                                                   |  |                   |         |   | (As restated,see Note 2) |  
|ASSETS                                                                                                                                             |  |                   |         |   |                          |  
|Current assets:                                                                                                                                    |  |                   |         |   |                          |  
|Cash and cash equivalents                                                                                                                          |  | $                 | 30,279  |   |                          | $
|Short-term marketable securities                                                                                                                   |  |                   | 23,039  |   |                          |  
|Accounts receivable, net of allowance for doubtful accounts of $895 and $841, respectively                                                         |  |                   | 35,783  |   |                          |  
|Prepaid expenses and other current assets                                                                                                          |  |                   | 8,230   |   |                          |  
|Deferred income taxes                                                                                                                              |  |                   | 12,085  |   |                          |  
|                                                                                                                                                   |  |                   |         |   |                          |  
|Total current assets                                                                                                                               |  |                   | 109,416 |   |                          |  
|Property and equipment, net                                                                                                                        |  |                   | 57,496  |   |                          |  
|Long-term marketable securities                                                                                                                    |  |                   | 153,838 |   |                          |  
|Goodwill                                                                                                                                           |  |                   | 191,233 |   |                          |  
|Amortizing intangible assets, net                                                                                                                  |  |                   | 11,473  |   |                          |  
|Deferred income taxes                                                                                                                              |  |                   | 10,902  |   |                          |  
|Other assets                                                                                                                                       |  |                   | 5,767   |   |                          |  
|                                                                                                                                                   |  |                   |         |   |                          |  
|Total assets                                                                                                                                       |  | $                 | 540,125 |   |                          | $
|                                                                                                                                                   |  |                   |         |   |                          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                               |  |                   |         |   |                          |  
|Current liabilities:                                                                                                                               |  |                   |         |   |                          |  
|Accounts payable                                                                                                                                   |  | $                 | 5,495   |   |                          | $
|Accrued compensation                                                                                                                               |  |                   | 12,764  |   |                          |  
|Other accrued expenses                                                                                                                             |  |                   | 21,720  |   |                          |  
|Income taxes payable                                                                                                                               |  |                   | 3,243   |   |                          |  
|Deferred revenue                                                                                                                                   |  |                   | 50,395  |   |                          |  
|                                                                                                                                                   |  |                   |         |   |                          |  
|Total current liabilities                                                                                                                          |  |                   | 93,617  |   |                          |  
|Long-term liabilities and other                                                                                                                    |  |                   | 5,140   |   |                          |  
|                                                                                                                                                   |  |                  
|Commitments and contingencies (Notes 4, 6, 14 and 16)                                                                                              |  |                   |         |   |                          |  
|                                                                                                                                                   |  |                  
|Shareholders equity:                                                                                                                              |  |                   |         |   |                          |  
|Preferred stock, no par value, 10,000 shares authorized; no shares issued or outstanding                                                           |  |                   |        |   |                          |  
|Common stock, no par value, 150,000 shares authorized; 88,887 and 90,715 shares issued and outstanding at December 31, 2001 and
2002, respectively |  |                   | 537,081 |   |                          |  
|Accumulated deficit                                                                                                                                |  |                   | (78,973 | ) |                          |  
|Accumulated other comprehensive income                                                                                                             |  |                   | 522     |   |                          |  
|Notes receivable from sale of common stock                                                                                                         |  |                   | (17,262 | ) |                          |  
|                                                                                                                                                   |  |                   |         |   |                          |  
|Net shareholders equity                                                                                                                           |  |                   | 441,368 |   |                          |  
|                                                                                                                                                   |  |                   |         |   |                          |  
|Total liabilities and shareholders equity                                                                                                         |  | $                 | 540,125 |   |                          | $
|                                                                                                                                                   |  |                   |         |   |                          |  



See accompanying notes
to consolidated financial statements.



F-2



---

##### Table of Contents

QUEST SOFTWARE, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



|                                            |  | Year Ended December 31, |        
|------------------------------------------- |  | ----------------------- | -------
|                                            |  | 2000                    |        
|                                            |  |                         |        
|Revenues:                                   |  |                         |        
|Licenses                                    |  | $                       | 126,767
|Services                                    |  |                         | 38,820 
|                                            |  |                         |        
|Total revenues                              |  |                         | 165,587
|Cost of revenues:                           |  |                         |        
|Licenses                                    |  |                         | 3,571  
|Services                                    |  |                         | 10,695 
|Amortization of purchased intangible assets |  |                         | 5,038  
|                                            |  |                         |        
|Total cost of revenues                      |  |                         | 19,304 
|                                            |  |                         |        
|Gross profit                                |  |                         | 146,283
|Operating expenses:                         |  |                         |        
|Sales and marketing                         |  |                         | 77,641 
|Research and development                    |  |                         | 39,747 
|General and administrative                  |  |                         | 17,679 
|In-process research and development         |  |                         |       
|Intangible asset and goodwill amortization  |  |                         | 35,958 
|Other compensation costs                    |  |                         | 5,134  
|                                            |  |                         |        
|Total operating expenses                    |  |                         | 176,159
|                                            |  |                         |        
|Income (loss) from operations               |  |                         | (29,876
|Other income, net                           |  |                         | 11,603 
|Loss on sale of aircraft                    |  |                         |       
|Gain (loss) on equity investments           |  |                         |       
|                                            |  |                         |        
|Income (loss) before income tax provision   |  |                         | (18,273
|Income tax provision                        |  |                         | 6,805  
|                                            |  |                         |        
|Net income (loss)                           |  |                         | (25,078
|                                            |  |                         |        
|Net income (loss) per share:                |  |                         |        
|Basic                                       |  | $                       | (0.30  
|Diluted                                     |  | $                       | (0.30  
|                                            |  |                         |        
|Weighted-average shares:                    |  |                         |        
|Basic                                       |  |                         | 84,993 
|Diluted                                     |  |                         | 84,993 



See accompanying notes
to consolidated financial statements.



F-3



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##### Table of Contents

QUEST SOFTWARE, INC.



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

AND COMPREHENSIVE INCOME (LOSS)

(in thousands)



|                                                                                      |  | Common Stock |   |  | RetainedEarnings(AccumulatedDeficit) |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |         | NotesReceivableFromSale ofCommon Stock |  |   | TotalShareholdersEquity |  
|------------------------------------------------------------------------------------- |  | ------------ | - |  | ------------------------------------ | ------- | - | ------------------------------------------ | - | ------- | -------------------------------------- |  | - | ------------------------ | -
|                                                                                      |  | Shares       |   |  | Amount                               |         |   |                                            |   |        
|BALANCE, January 1, 2000                                                              |  | 77,810       |   |  | $                                    | 63,946  |   |                                            | $ | 1,864   |                                        |  | $ | (26                      | )
|Exercise of stock options, including tax benefit of $28,786                           |  | 2,493        |   |  |                                      | 33,151  |   |                                            |   |        |                                        |  |   |                         |  
|Notes receivable and accrued interest from shareholders for purchase of common stock  |  |             |   |  |                                      | 15,773  |   |                                            |   |        |                                        |  |   |                         |  
|Repurchase of common stock                                                            |  | (1,718       | ) |  |                                      | (57,964 | ) |                                            |   |        |                                        |  |   |                         |  
|Issuance of common stock in the secondary public offering, net                        |  | 3,808        |   |  |                                      | 253,469 |   |                                            |   |        |                                        |  |   |                         |  
|Common stock issued for employee stock purchase plan                                  |  | 288          |   |  |                                      | 3,438   |   |                                            |   |        |                                        |  |   |                         |  
|Compensation expense associated with stock option grants                              |  |             |   |  |                                      | 3,441   |   |                                            |   |        |                                        |  |   |                         |  
|Common stock issued for acquisitions                                                  |  | 3,690        |   |  |                                      | 185,070 |   |                                            |   |        |                                        |  |   |                         |  
|Unrealized gain on available-for-sale securities                                      |  |             |   |  |                                      |        |   |                                            |   |         |                                        |  |   | 158                      |  
|Net loss                                                                              |  |             |   |  |                                      |        |   |                                            |   | (25,078 | )                                      |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|Comprehensive loss                                                                    |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|BALANCE, December 31, 2000                                                            |  | 86,371       |   |  |                                      | 500,324 |   |                                            |   | (23,214 | )                                      |  |   | 132                      |  
|Exercise of stock options, including tax benefit of $10,370                           |  | 1,716        |   |  |                                      | 16,296  |   |                                            |   |        |                                        |  |   |                         |  
|Accrued interest from shareholders for purchase of common stock                       |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|Payments on notes receivable from shareholders for purchase of common stock           |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|Common stock issued for employee stock purchase plan                                  |  | 203          |   |  |                                      | 5,593   |   |                                            |   |        |                                        |  |   |                         |  
|Compensation expense associated with stock option grants                              |  |             |   |  |                                      | 4,508   |   |                                            |   |        |                                        |  |   |                         |  
|Common stock issued for acquisitions                                                  |  | 597          |   |  |                                      | 10,360  |   |                                            |   |        |                                        |  |   |                         |  
|Unrealized gain on available-for-sale securities                                      |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   | 390                      |  
|Net loss                                                                              |  |             |   |  |                                      |        |   |                                            |   | (55,759 | )                                      |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|Comprehensive loss                                                                    |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|BALANCE, December 31, 2001                                                            |  | 88,887       |   |  |                                      | 537,081 |   |                                            |   | (78,973 | )                                      |  |   | 522                      |  
|Exercise of stock options, including tax benefit of $17,743 (as restated, see Note 2) |  | 1,466        |   |  |                                      | 19,500  |   |                                            |   |        |                                        |  |   |                         |  
|Notes receivable and accrued interest from shareholders for purchase of common stock  |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|Payments on notes receivable from shareholders for purchase of common stock           |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|Common stock issued for employee stock purchase plan                                  |  | 362          |   |  |                                      | 4,480   |   |                                            |   |        |                                        |  |   |                         |  
|Compensation expense associated with stock option grants                              |  |             |   |  |                                      | 1,415   |   |                                            |   |        |                                        |  |   |                         |  
|Unrealized gain on available-for-sale securities                                      |  |             |   |  |                                      |        |   |                                            |   |         |                                        |  |   | 787                      |  
|Net income (as restated, see Note 2)                                                  |  |             |   |  |                                      |        |   |                                            |   | 10,384  |                                        |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|Comprehensive income (as restated, see Note 2)                                        |  |             |   |  |                                      |        |   |                                            |   |        |                                        |  |   |                         |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  
|BALANCE, December 31, 2002 (as restated, see Note 2)                                  |  | 90,715       |   |  | $                                    | 562,476 |   |                                            | $ | (68,589 | )                                      |  | $ | 1,309                    |  
|                                                                                      |  |              |   |  |                                      |         |   |                                            |   |         |                                        |  |   |                          |  



See accompanying notes
to consolidated financial statements.



F-4



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##### Table of Contents

QUEST SOFTWARE, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                         |  | Year Ended December 31, |         
|---------------------------------------------------------------------------------------- |  | ----------------------- | --------
|                                                                                         |  | 2000                    |         
|                                                                                         |  |                         |         
|Cash flows from operating activities:                                                    |  |                         |         
|Net income (loss)                                                                        |  | $                       | (25,078 
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                         |         
|Depreciation and amortization                                                            |  |                         | 47,246  
|Compensation expense associated with stock option grants                                 |  |                         | 3,441   
|Accrued interest receivable from shareholders                                            |  |                         | (611    
|Deferred income taxes                                                                    |  |                         | (19,404 
|Provision for bad debts                                                                  |  |                         | 457     
|(Gain) loss on equity investments                                                        |  |                         |        
|Loss on sale of aircraft                                                                 |  |                         |        
|In-process research and development                                                      |  |                         |        
|Changes in operating assets and liabilities, net of effects of acquisitions:             |  |                         |         
|Accounts receivable                                                                      |  |                         | (17,841 
|Prepaid expenses and other current assets                                                |  |                         | (6,860  
|Other assets                                                                             |  |                         | (660    
|Accounts payable                                                                         |  |                         | 942     
|Accrued compensation                                                                     |  |                         | 3,828   
|Other accrued expenses                                                                   |  |                         | 4,403   
|Income taxes payable                                                                     |  |                         | 25,227  
|Deferred revenue                                                                         |  |                         | 11,359  
|Other liabilities                                                                        |  |                         | (561    
|                                                                                         |  |                         |         
|Net cash provided by operating activities                                                |  |                         | 25,888  
|Cash flows from investing activities:                                                    |  |                         |         
|Purchases of property and equipment                                                      |  |                         | (40,432 
|Proceeds from sale of aircraft                                                           |  |                         |        
|Cash paid for acquisitions, net of cash acquired                                         |  |                         | (82,138 
|Purchases of equity investments                                                          |  |                         | (8,166  
|Proceeds from sale of equity investments                                                 |  |                         |        
|Purchases of marketable securities                                                       |  |                         | (293,852
|Sales and maturities of marketable securities                                            |  |                         | 182,824 
|                                                                                         |  |                         |         
|Net cash used in investing activities                                                    |  |                         | (241,764
|Cash flows from financing activities:                                                    |  |                         |         
|Repayment of notes payable                                                               |  |                         | (1,939  
|Collections of note receivable from shareholder                                          |  |                         |        
|Repayment of capital lease obligations                                                   |  |                         | (867    
|Repurchase of common stock                                                               |  |                         | (57,353 
|Net proceeds from the sale of common stock                                               |  |                         | 253,469 
|Proceeds from the exercise of stock options                                              |  |                         | 4,365   
|Proceeds from employee stock purchase plan                                               |  |                         | 3,438   
|                                                                                         |  |                         |         
|Net cash provided by financing activities                                                |  |                         | 201,113 



F-5



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##### Table of Contents

QUEST SOFTWARE, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



|                                                                      |  | Year Ended December 31, |        
|--------------------------------------------------------------------- |  | ----------------------- | -------
|                                                                      |  | 2000                    |        
|                                                                      |  |                         |        
|Effect of exchange rate changes on cash and cash equivalents          |  |                         | 275    
|                                                                      |  |                         |        
|Net increase (decrease) in cash and cash equivalents                  |  | $                       | (14,488
|Cash and cash equivalents, beginning of period                        |  |                         | 39,643 
|                                                                      |  |                         |        
|Cash and cash equivalents, end of period                              |  | $                       | 25,155 
|                                                                      |  |                         |        
|Supplemental disclosures of consolidated cash flow information:       |  |                         |        
|Cash paid for interest                                                |  | $                       | 32     
|                                                                      |  |                         |        
|Cash paid (refunded) for income taxes                                 |  | $                       | (59    
|                                                                      |  |                         |        
|Supplemental schedule of non-cash investing and financing activities: |  |                         |        
|Note receivable from shareholders for purchase of common stock        |  | $                       | 15,773 
|                                                                      |  |                         |        
|Tax benefit related to stock option exercises                         |  | $                       | 28,786 
|                                                                      |  |                         |        
|Unrealized gain on available-for-sale securities                      |  | $                       | 158    
|                                                                      |  |                         |        



See Note 6 for details
of assets acquired and liabilities assumed in purchase transactions.



See accompanying notes to consolidated financial statements.



F-6



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | Description of Business and Summary of Significant Accounting Policies
|-- |  | ----------------------------------------------------------------------



Nature of Operations and Basis of PresentationQuest Software, Inc., was incorporated in California in 1987 and is a leading developer and
vendor of application and database management software products. We also provide consulting, training, and support services to our customers. We have wholly-owned research and development subsidiaries in Israel and Canada and sales subsidiaries in
Canada, Europe, Australia, and Latin America for marketing, distribution, and support of our products and services. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America and include our accounts and those of our wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.



Foreign Currency TranslationIn accordance with Statement of Financial Accounting Standards (SFAS) No. 52,
Foreign Currency Translation, the United States dollar is considered to be the functional currency for our foreign subsidiaries, as such subsidiaries act primarily as an extension of our parent companys operations. Assets and
liabilities in these subsidiaries are re-measured at current exchange rates, except for property and equipment, depreciation and investments, which are translated at historical exchange rates. Revenues and expenses are translated at weighted average
exchange rates in effect during the year, except for costs related to those balance sheet items, which are translated at historical rates. Foreign currency translation gains and losses are included in the consolidated statements of operations.



Fair Value of Financial InstrumentsThe carrying
amounts of our financial instruments including cash and cash equivalents, marketable securities, accounts receivable, investments, accounts payable and accrued liabilities approximates their respective fair values because of the relatively short
period of time between origination of the instruments and their expected realization, or because they are carried at fair value.



Cash and Cash EquivalentsWe consider all highly liquid investments purchased with original maturities of three months or less to be cash
equivalents.



Concentration of Credit
RiskFinancial instruments that potentially subject us to credit risk include cash and cash equivalents, marketable securities and accounts receivable. Trade receivables potentially subject us to concentrations of credit risk. We believe
that credit risks related to our investment portfolio are moderated by limitations we place on our exposure to any one issuer and credit risks on trade accounts receivable are moderated by the diversity of our products, customers and geographic
sales areas. We closely monitor extensions of credit and have not experienced significant credit losses in the past. We maintain reserves for estimated credit losses and sales returns, and such losses and returns have historically been within
managements expectations. No single customer accounted for 10% or more of our total revenues or accounts receivable for the years ended December 31, 2000, 2001 or 2002.



Marketable SecuritiesWe have classified all debt securities with original maturities of greater than three
months as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported as a separate component of shareholders equity net of applicable income taxes. Realized gains and losses and
declines in value judged to be other-than-temporary on available-for-sale securities are included in other income. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. We
have classified available-for-sale securities as current or long-term based primarily on the maturity date of the related securities.



Investments in Non-consolidated CompaniesWe have made venture capital investments in early stage private companies and a private equity fund
for business and strategic purposes, and may make additional investments of this nature in the future. These investments are accounted for under the cost method, as we do not have the ability to exercise significant influence over these
companies operations. We periodically monitor our investments for impairment and will record reductions in carrying values if and when necessary. The evaluation process is based on information that we request from these privately-held
companies. This information is not subject to the same disclosure regulations as U.S. public companies, and as such, the basis for these evaluations is subject to the timing and the accuracy of the data received from these companies. As part of this
evaluation process, our review includes, but is not limited to, a review of each companys cash position, recent financing activities, financing needs, earnings and revenue outlook, operational performance, management or ownership changes, and
competition. If we determine that the carrying value of our investment in a company is at an amount greater than fair value, we write down the investment and record a loss in the consolidated statements of operations. Estimating the fair value of
non-marketable equity investments in early-stage technology companies is inherently subjective and may contribute to volatility in our reported results of operations. Investments in non-consolidated companies are included in other assets on our
consolidated balance sheet at December 31, 2001 and 2002.



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Long-Lived AssetsWe account for the impairment and disposition of long-lived assets in
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. In accordance with SFAS No. 144, long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their
carrying value may not be recoverable. We periodically review the carrying value of long-lived assets to determine whether or not impairment to such value has occurred. At December 31, 2001 and 2002, there was no impairment of long-lived assets
based on our most recent analysis.



Property and
EquipmentProperty and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives ranging from three to seven years.
Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the term of the related lease. Repair and maintenance costs associated with property, equipment and leasehold improvements are expensed as
incurred. Software licenses are recorded at cost and are amortized over the shorter of the estimated useful lives of the related products or the term of the license, generally three years.



Goodwill and Amortizing Intangible AssetsGoodwill arising from
acquisitions (Notes 5 and 6) is recorded as the excess of the purchase price over the fair value of assets acquired and was amortized prior to 2002 over a useful life of five years. Accumulated goodwill amortization was $89.5 million in 2001.
Purchased intangible assets are recorded at the appraised value of technology, customer lists, trademarks and non-compete agreements acquired and amortized using the straight-line method over estimated useful lives of one to seven years. Accumulated
amortization of purchased intangible assets was $5.9 million, $16.4 million and $23.9 million at December 31, 2000, 2001 and 2002, respectively. The net carrying amount of purchased intangible assets was considered recoverable at December 31, 2002,
based on the undiscounted future cash flows expected to be realized from continued sales of the related software products. The carrying amount of goodwill was considered recoverable at December 31, 2002. As a result of adopting SFAS No. 142 in 2002,
goodwill is no longer amortized but is evaluated for impairment at least annually. See New Accounting Pronouncements.



Other AssetsOther assets include prepaid royalties, lease security deposits, employee receivables and cost basis investments, which are
accounted for on the cost basis as we do not have the ability to exercise significant influence. Cost basis investments are adjusted only for other-than-temporary impairments, additional investments or the sale of an investment.



Revenue RecognitionWe record revenue in accordance with the
American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions. The
AICPA and its Software Revenue Recognition Task Force continue to issue interpretations and guidance for applying the relevant standards to a wide range of sales contract terms and business arrangements that are prevalent in the software industry.
Also, the Securities and Exchange Commission (SEC) has issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,which provides guidance related to revenue recognition based on interpretations and practices
followed by the SEC.



Software Licenses, Services, and
Post-Contract Customer SupportWe market our software licenses through our direct sales force and indirectly through resellers. Revenues from sales of software licenses, which generally do not contain multiple elements, are recognized when:
(1) we enter into a legally binding arrangement with a customer; (2) we deliver the products; (3) customer payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable. If all the
requirements of revenue recognition have not been met, revenue recognition is deferred until such items are known or resolved. Revenue from post-sale customer support is deferred and recognized ratably over the term of the support contract. Revenue
from consulting and training services is recognized as the services are performed. We provide a limited warranty on all sales of software licenses, which states that for a period of 30 days from delivery the media on which the software is recorded
will be free from material defects in materials and workmanship under normal use, and that the operation of our software will substantially conform to the applicable product documentation. We do not maintain a warranty reserve as costs incurred in
association with the warranty are not material.



For
arrangements with multiple elements, we allocate revenue to each element of a transaction based upon its fair value as determined in reliance on vendor-specific objective evidence. Vendor-specific objective evidence of fair value for all
elements of an arrangement is based upon the normal pricing and discounting practices for those products and services when sold separately. If we cannot objectively determine the fair value of any undelivered element included in bundled software and
service arrangements, we defer revenue until all elements are delivered, services have been performed or until fair value can objectively be determined.



F-8



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Software Development CostsCosts incurred in the research and development of new software
products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. After technological feasibility is established, any additional costs are capitalized in accordance with SFAS No.
86, Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed. Because we believe that our current process for developing software is essentially completed concurrently with the establishment of technical
feasibility, no software development costs have been capitalized as of December 31, 2001 and 2002.



Other Compensation CostsWe record compensation expense for options granted to purchase common stock if the related exercise price of the
option is below fair market value. The expense equals the difference between the fair market value of our common stock on the grant or assumption date and the exercise price of the stock options. We assumed certain stock options in connection with
various acquisitions. The expense is recognized ratably over the vesting period of the stock options, currently four to five years. We recorded unearned stock-based compensation of $6.9 million in September 2000 associated with unvested stock
options to purchase approximately 192,055 shares of our common stock that were assumed in connection with our acquisition of FastLane Technologies Inc. The options assumed were valued using the fair market value of our common stock on the date of
acquisition, which was $53.625 per share. Through December 31, 2002, we reduced unearned stock-based compensation by $2.8 million due to the termination of certain FastLane Technologies employees for awards that had not vested. We also record
compensation costs from additional payroll taxes incurred when employees exercise stock options based on the difference between the exercise price and the market price on the date of exercise.



The following table shows the allocation to Cost of Services Revenues, Sales
and Marketing, Research and Development, and General and Administrative expenses of such costs based on the related headcount (in thousands):



|                             |  | As Reported |         | Allocation |   | Total
|---------------------------- |  | ----------- | ------- | ---------- | - | -----
|Year Ended December 31, 2000 |  |             |         |            |   |      
|Cost of services revenues    |  | $           | 10,695  |            | $ | 376  
|Sales and marketing          |  |             | 77,641  |            |   | 2,127
|Research and development     |  |             | 39,747  |            |   | 2,241
|General and administrative   |  |             | 17,679  |            |   | 390  
|                             |  |             |        
|Year Ended December 31, 2001 |  |             |         |            |   |      
|Cost of services revenues    |  | $           | 18,542  |            | $ | 443  
|Sales and marketing          |  |             | 121,901 |            |   | 2,178
|Research and development     |  |             | 59,548  |            |   | 3,786
|General and administrative   |  |             | 23,993  |            |   | 596  
|                             |  |             |        
|Year Ended December 31, 2002 |  |             |         |            |   |      
|Cost of services revenues    |  | $           | 17,802  |            | $ | 120  
|Sales and marketing          |  |             | 127,768 |            |   | 650  
|Research and development     |  |             | 59,431  |            |   | 1,136
|General and administrative   |  |             | 25,160  |            |   | 83   



Amortization expense
for other compensation costs was $5.1 million, $7.0 million and $2.1 million in 2000, 2001 and 2002, respectively. We expect to amortize at least $0.5 million in the first quarter of 2003, $0.3 million per remaining quarters of 2003, and
insignificant amounts through 2004, which corresponds to the remaining vesting periods of the related options.



Advertising ExpensesWe expense all advertising costs as incurred, and such costs were $1.8 million, $2.8 million, and $3.4 million for the
years ended December 31, 2000, 2001 and 2002, respectively.



Income TaxesWe account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Deferred taxes on income result from temporary differences between the reporting of income for financial
statements and tax reporting purposes. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities result in a
deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that
some portion or all of the deferred tax asset will not be realized.



F-9



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Stock-Based CompensationWe account for stock-based awards to employees using the
intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.



As permitted by SFAS No. 123, Accounting for Stock-Based Compensation, we have chosen to continue to account for our stock-based compensation plans
under APB Opinion No. 25 and provide the expanded disclosures specified in SFAS No. 123. Had compensation cost been determined using the provisions of SFAS No. 123, our net income (loss) available to common shareholders would have been adjusted to
the pro forma amounts indicated below (in thousands, except per share data):



|                                                                                                                           |  | December 31, |        
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------
|                                                                                                                           |  | 2000         |        
|Net income (loss):                                                                                                         |  |              |        
|As reported                                                                                                                |  | $            | (25,078
|Add: Stock-based compensation expense included in reported net income (loss), net of related tax effects                   |  |              | 2,065  
|Deduct: Total stock-based compensation determined under fair value based method for all awards, net of related tax
effects |  |              | (13,568
|                                                                                                                           |  |              |        
|Pro forma                                                                                                                  |  | $            | (36,581
|                                                                                                                           |  |              |        
|Basic net income (loss) per share:                                                                                         |  |              |        
|As reported                                                                                                                |  | $            | (0.30  
|                                                                                                                           |  |              |        
|Pro forma                                                                                                                  |  | $            | (0.43  
|                                                                                                                           |  |              |        
|Diluted net income (loss) per share:                                                                                       |  |              |        
|As reported                                                                                                                |  | $            | (0.30  
|Pro forma                                                                                                                  |  | $            | (0.30  



For purposes of
estimating the compensation cost of our option grants in accordance with SFAS No. 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Weighted-average assumptions used for 2000,
2001 and 2002 were as follows:



|                          |  | December 31, |  
|------------------------- |  | ------------ | -
|                          |  | 2000         |  
|Risk-free interest rates  |  | 6            | %
|Expected life (in years)  |  | 5            |  
|Expected stock volatility |  | 122          | %



Net Income (Loss)
Per ShareWe compute net income (loss) per share in accordance with SFAS No. 128, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted-average
number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities by including other common stock equivalents, including stock options, in the weighted-average number of common shares
outstanding for a period, if dilutive. For the years ended December 31, 2000 and 2001, all potential common stock equivalents have been excluded from the computation of diluted net loss per share because the effect would be antidilutive.



The table below sets forth the reconciliation of the denominator of the
earnings (loss) per share calculation (in thousands):



|                                                             |  | 2000   |     |  | 2001   |     |  | 2002   |    
|------------------------------------------------------------ |  | ------ | --- |  | ------ | --- |  | ------ | ---
|Shares used in computing basic net income (loss) per share   |  | 84,993 |     |  | 87,632 |     |  | 90,065 |    
|Dilutive effect of stock options                             |  |       | (1) |  |       | (1) |  | 2,755  | (1)
|                                                             |  |        |     |  |        |     |  |        |    
|Shares used in computing diluted net income (loss) per share |  | 84,993 |     |  | 87,632 |     |  | 92,820 |    
|                                                             |  |        |     |  |        |     |  |        |    

---

|(1) |  | Options to purchase 10,641, 15,568 and 7,755 shares of common stock were outstanding during 2000, 2001 and 2002, respectively, but were not included in the computation of diluted
net income per share as inclusion would have been anti-dilutive.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Comprehensive Income (Loss)The difference between net income (loss) and comprehensive
net income (loss) was an unrealized gain on available-for-sale securities of $0.2 million, $0.4 million and $0.8 million for the years ended December 31, 2000, 2001 and 2002, respectively.



Use of EstimatesThe preparation of the consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Risks and UncertaintiesWe are subject to risks and uncertainties
in the normal course of business, including customer acceptance of its products, rapid technological changes, delays in introducing and market acceptance of new products, competition, e-business developments, international expansion, ability to
attract and retain qualified personnel, ability to protect its intellectual property, and other matters inherent in the software industry.



ReclassificationsCertain reclassifications have been made to the prior-years balances to conform to the current years
presentation, which includes the adoption of Emerging Issues Task Force (EITF) 01-14, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred. The result of this adoption
was an increase in total service revenues with a corresponding increase in cost of service revenues of $1.2 million in 2001. The impact for the current year is higher service revenues and cost of service revenues of $0.9 million. These amounts were
previously offset against cost of service revenues. No reclassifications were made for the year ended December 31, 2000 as amounts were not material.



New Accounting Pronouncements:



In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets. We adopted SFAS No. 142 at the beginning of the first quarter of 2002. As required by SFAS No. 142, we discontinued amortizing the remaining balances of goodwill as of the beginning of fiscal year 2002.
All remaining and future acquired goodwill will be subject to impairment tests annually, or earlier if indicators of potential impairment exist, using a fair-value-based approach. All other intangible assets will continue to be amortized over their
estimated useful lives and assessed for impairment under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Previously recognized workforce-in-place intangible assets were reclassified to goodwill effective January
1, 2002.



Under SFAS No. 142, goodwill impairment is deemed to
exist if the net book value of a reporting unit exceeds its estimated fair value. Our reporting units are generally consistent with the operating segments underlying the reportable segments identified in Note 15Geographic and Segment
Information. We performed our impairment review as of January 1, 2002 and October 31, 2002 and as a result determined that the carrying value of our reporting units was less than their estimated fair value. In calculating the fair value of the
reporting units (licenses and services), the Market Approach (Guideline Company Method) was the methodology deemed the most reliable and used for impairment analysis. We will perform subsequent annual impairment reviews during the fourth quarter of
each year, or earlier if indicators of potential impairment exist. Future impairment reviews may result in charges against earnings to write down the value of goodwill.



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



A reconciliation of previously reported net income (loss) and earnings (loss) per share to the
amounts adjusted for the exclusion of goodwill and workforce-in-place amortization, net of the related income tax effect, had we adopted the non-amortization provisions of SFAS No. 142 as of January 2000 is as follows for the years ended December 31
(in thousands, except per share amounts):



|                                                 |  | December 31,
|------------------------------------------------ |  | ------------
|                                                 |  | 2000        
|Reported net income (loss)                       |  | $           
|Goodwill and workforce amortization (net of tax) |  |             
|                                                 |  |             
|Adjusted net income (loss)                       |  | $           
|                                                 |  |             
|Reported basic income (loss) per share           |  | $           
|Goodwill and workforce amortization (net of tax) |  |             
|                                                 |  |             
|Adjusted basic income (loss) per share           |  | $           
|                                                 |  |             
|Reported diluted income (loss) per share         |  | $           
|Goodwill and workforce amortization (net of tax) |  |             
|                                                 |  |             
|Adjusted diluted income (loss) per share         |  | $           
|                                                 |  |             
|Weighted average shares:                         |  |             
|Basic                                            |  |             
|Diluted                                          |  |             



Effective January 1,
2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. This new
statement also supersedes certain aspects of Accounting Principles Board (APB) 30, Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently
Occurring Events and Transactions, with regard to reporting the effects of a disposal of a segment of a business and will require expected future operating losses from discontinued operations to be reported in discontinued operations in the
period incurred (rather than as of the measurement date as presently required by APB 30). In addition, more dispositions may qualify for discontinued operations treatment. The adoption of SFAS No. 144 did not have a significant impact on our
financial position, results of operations, or cash flows.



In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes EITF Issue
94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs incurred in a Restructuring). SFAS No. 146 requires that costs associated with exit or disposal activities be
recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will apply the requirements of SFAS
No. 146 to exit activities initiated after December 31, 2002, as required.



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of
Others. FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002; while the provisions of the disclosure requirements are effective for financial statements of interim or annual reports ending after December 15, 2002. We adopted the disclosure provisions of FIN 45 during the
fourth quarter of fiscal 2002 and such adoption did not have a material impact on our consolidated financial statements. We are currently evaluating the recognition provisions of FIN 45 but expect that they will not have a material adverse impact on
our consolidated results of operations or financial position upon adoption.



In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and Disclosure (SFAS 148). SFAS 148 amends Statement
No. 123, Accounting for Stock-Based Compensation (SFAS 123), to provide alternative methods for voluntary transition to SFAS 123s fair value method of accounting for stock-based employee compensation. SFAS 148 also
requires disclosure of the effects of an entitys accounting policy with respect to stock-based employee compensation on reported net income (loss) and earnings (loss) per share in annual and interim financials statements. The provisions of
SFAS 148 are effective in fiscal years ending after December 15, 2002. We are currently evaluating the provisions of SFAS 148 but expect that they will not have a material adverse impact on our consolidated financial statements upon adoption since
we have not adopted the fair value method.



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities. In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting
rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the
investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the
disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. Since we currently have no variable interest entities, we expect that the adoption of the
provisions of FIN 46 will not have a material adverse impact on our consolidated results of operations or financial position.



|2. |  | Restatement
|-- |  | -----------



Subsequent to the issuance of our condensed consolidated financial statements as of and for the three months ended December 31, 2002, we restated our
financial statements to correct computational errors in translating property and equipment and deferred revenue balances of foreign subsidiaries into U.S. Dollars. Under Statement of Financial Accounting Standard (SFAS) No. 52,
Accounting for Foreign Currency Translation, certain balance sheet and income statement accounts require translation of account balances of foreign subsidiaries from foreign currencies into the U.S. Dollar using historical rates because
the functional currency of the foreign subsidiary is the U.S. Dollar. Historical rates are defined as the rates in effect in the month that the transaction was originally recorded. Because of an error in the method used to translate foreign-currency
denominated property and equipment and deferred revenue accounts into U.S. Dollars at historical rates, the related balance sheet and statements of operations accounts required correction.



The consolidated financial data set forth below presents our consolidated
statements of operations for the year ended December 31, 2002 and our consolidated balance sheets as of December 31, 2002, on a comparative basis showing the amounts as previously reported and as restated.



CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



|                                                     |  | Year EndedDecember 31, 2002 |         |   |               |  
|---------------------------------------------------- |  | --------------------------- | ------- | - | ------------- | -
|                                                     |  | (As Reported)               |         |   | (As Restated) |  
|Revenues:                                            |  |                             |         |   |               |  
|Licenses                                             |  | $                           | 161,445 |   |               | $
|Services                                             |  |                             | 96,932  |   |               |  
|                                                     |  |                             |         |   |               |  
|Total revenues                                       |  |                             | 258,377 |   |               |  
|Cost of revenues:                                    |  |                             |         |   |               |  
|Licenses                                             |  |                             | 2,894   |   |               |  
|Services                                             |  |                             | 17,802  |   |               |  
|Amortization of purchased intangible assets          |  |                             | 5,744   |   |               |  
|                                                     |  |                             |         |   |               |  
|Total cost of revenues                               |  |                             | 26,440  |   |               |  
|                                                     |  |                             |         |   |               |  
|Gross profit                                         |  |                             | 231,937 |   |               |  
|Operating expenses:                                  |  |                             |         |   |               |  
|Sales and marketing                                  |  |                             | 127,793 |   |               |  
|Research and development                             |  |                             | 59,431  |   |               |  
|General and administrative                           |  |                             | 24,888  |   |               |  
|In-process research and development                  |  |                             | 2,900   |   |               |  
|Other compensation costs and intangible amortization |  |                             | 4,026   |   |               |  
|                                                     |  |                             |         |   |               |  
|Total operating expenses                             |  |                             | 219,038 |   |               |  
|                                                     |  |                             |         |   |               |  
|Income from operations                               |  |                             | 12,899  |   |               |  
|Other income, net                                    |  |                             | 6,691   |   |               |  
|Loss on sale of aircraft                             |  |                             | (790    | ) |               |  
|Gain (loss) on equity investments                    |  |                             | 310     |   |               |  
|                                                     |  |                             |         |   |               |  
|Income before income taxes                           |  |                             | 19,110  |   |               |  
|Income tax provision                                 |  |                             | 8,210   |   |               |  
|                                                     |  |                             |         |   |               |  
|Net income                                           |  | $                           | 10,900  |   |               | $
|                                                     |  |                             |         |   |               |  





|                                                 |  | Three Months Ended |   |               | Year Ended   |  
|------------------------------------------------ |  | ------------------ | - | ------------- | ------------ | -
|                                                 |  | March 31, 2002     |   | June 30, 2002 |              |  
|                                                 |  | (AsReported)       |   |               | (AsRestated) |  
|Net income                                       |  | 1,721              |   |               | 1,889        |  
|Other comprehensive loss:                        |  |                    |   |               |              |  
|Unrealized loss on available for sale securities |  | (846               | ) |               | (846         | )
|                                                 |  |                    |   |               |              |  
|Comprehensive income                             |  | 875                |   |               | 1,043        |  
|                                                 |  |                    |   |               |              |  



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|Net income per share:    |  |   |        |  |   |        |  |   |       |  
|------------------------ |  | - | ------ |  | - | ------ |  | - | ----- | -
|Basic                    |  | $ | 0.12   |  | $ | 0.12   |  | $ |      |  
|Diluted                  |  | $ | 0.12   |  | $ | 0.11   |  | $ | (0.01 | )
|                         |  |   |        |  |   |        |  |   |       |  
|Weighted average shares: |  |   |        |  |   |        |  |   |       |  
|Basic                    |  |   | 90,065 |  |   | 90,065 |  |   |      |  
|Diluted                  |  |   | 92,820 |  |   | 92,820 |  |   |      |  



CONSOLIDATED BALANCE
SHEETS

(In thousands)



|                                                                                         |  | December 31,2002 |         |   |               |  
|---------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ------------- | -
|                                                                                         |  | (As Reported)    |         |   | (As Restated) |  
|ASSETS                                                                                   |  |                  |         |   |               |  
|Current assets:                                                                          |  |                  |         |   |               |  
|Cash and cash equivalents                                                                |  | $                | 64,283  |   |               | $
|Short-term marketable securities available for sale                                      |  |                  | 27,841  |   |               |  
|Accounts receivable, net                                                                 |  |                  | 40,330  |   |               |  
|Prepaid expenses and other current assets                                                |  |                  | 9,653   |   |               |  
|Deferred income taxes                                                                    |  |                  | 9,563   |   |               |  
|                                                                                         |  |                  |         |   |               |  
|Total current assets                                                                     |  |                  | 151,670 |   |               |  
|Property and equipment, net                                                              |  |                  | 44,616  |   |               |  
|Long-term marketable securities                                                          |  |                  | 115,422 |   |               |  
|Goodwill                                                                                 |  |                  | 231,717 |   |               |  
|Amortizing intangible assets, net                                                        |  |                  | 31,116  |   |               |  
|Deferred income taxes                                                                    |  |                  | 14,960  |   |               |  
|Other assets                                                                             |  |                  | 2,341   |   |               |  
|                                                                                         |  |                  |         |   |               |  
|Total assets                                                                             |  | $                | 591,842 |   |               | $
|                                                                                         |  |                  |         |   |               |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                     |  |                  |         |   |               |  
|Current liabilities:                                                                     |  |                  |         |   |               |  
|Accounts payable                                                                         |  | $                | 5,308   |   |               | $
|Accrued compensation                                                                     |  |                  | 13,900  |   |               |  
|Other accrued expenses                                                                   |  |                  | 23,703  |   |               |  
|Income taxes payable                                                                     |  |                  | 1,323   |   |               |  
|Deferred revenue                                                                         |  |                  | 63,128  |   |               |  
|                                                                                         |  |                  |         |   |               |  
|Total current liabilities                                                                |  |                  | 107,362 |   |               |  
|Long-term liabilities and other                                                          |  |                  | 5,941   |   |               |  
|Shareholders equity:                                                                    |  |                  |         |   |               |  
|Preferred stock, no par value, 10,000 shares authorized; no shares issued or outstanding |  |                  |        |   |               |  
|Common stock, no par value                                                               |  |                  | 562,517 |   |               |  
|Accumulated deficit                                                                      |  |                  | (68,073 | ) |               |  
|Accumulated other comprehensive income (loss)                                            |  |                  | 1,309   |   |               |  
|Notes receivable from sale of common stock                                               |  |                  | (17,214 | ) |               |  
|                                                                                         |  |                  |         |   |               |  
|Total shareholders equity                                                               |  |                  | 478,539 |   |               |  
|                                                                                         |  |                  |         |   |               |  
|Total liabilities and shareholders equity                                               |  | $                | 591,842 |   |               | $
|                                                                                         |  |                  |         |   |               |  

---

|(1) |  | In each period affected by the restatement, we previously recorded an income tax benefit associated with stock options as an adjustment to Common Stock, the amount of which
adjustment was a function of the income before income taxes recorded in the applicable period. The change in Common Stock reflects a change in the amount of the income tax benefit associated with stock options resulting from the effect of the
restatement on income before income taxes.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|3. |  | Marketable Securities
|-- |  | ---------------------



The following table summarizes our portfolio of marketable securities (in thousands):



|December 31, 2001                |  | Amortized Cost |         | Unrealized Gains |   | Unrealized Losses |  |   | Fair Value
|-------------------------------- |  | -------------- | ------- | ---------------- | - | ----------------- |  | - | ----------
|U.S. government agencies         |  | $              | 44,920  |                  | $ | 193               |  | $ | (86       
|Corporate bonds                  |  |                | 28,125  |                  |   | 227               |  |   |          
|Asset-backed securities          |  |                | 3,514   |                  |   | 10                |  |   |          
|Mortgage-backed securities       |  |                | 99,397  |                  |   | 328               |  |   | (150      
|Other                            |  |                | 399     |                  |   |                  |  |   |          
|                                 |  |                |         |                  |   |                   |  |   |           
|Total                            |  | $              | 176,355 |                  | $ | 758               |  | $ | (236      
|                                 |  |                |         |                  |   |                   |  |   |           
|Reported As:                     |  |                |         |                  |   |                   |  |   |           
|Short-term marketable securities |  |                |         |                  |   |                   |  |   |           
|Long-term marketable securities  |  |                |         |                  |   |                   |  |   |           
|                                 |  |                |         |                  |   |                   |  |   |           
|Total                            |  |                |         |                  |   |                   |  |   |           
|                                 |  |                |         |                  |   |                   |  |   |           
|                                 |  |                |         |                 
|December 31, 2002                |  | Amortized Cost |         | Unrealized Gains |   | Unrealized Losses |  |   | Fair Value
|Due in one year or less:         |  |                |         |                  |   |                   |  |   |           
|U.S. government agencies         |  | $              | 11,994  |                  | $ | 94                |  | $ |          
|Corporate bonds                  |  |                | 8,972   |                  |   | 71                |  |   |          
|Mortgage-backed securities       |  |                | 5,839   |                  |   | 17                |  |   | (27       
|Corporate stock                  |  |                | 828     |                  |   |                  |  |   |          
|Other                            |  |                | 53      |                  |   |                  |  |   |          
|Due in one to five years:        |  |                |         |                  |   |                   |  |   |           
|U.S. government agencies         |  |                | 34,956  |                  |   | 437               |  |   |          
|Mortgage-backed securities       |  |                | 79,312  |                  |   | 771               |  |   | (54       
|                                 |  |                |         |                  |   |                   |  |   |           
|Total                            |  | $              | 141,954 |                  | $ | 1,390             |  | $ | (81       
|                                 |  |                |         |                  |   |                   |  |   |           
|Reported As:                     |  |                |         |                  |   |                   |  |   |           
|Short-term marketable securities |  |                |         |                  |   |                   |  |   |           
|Long-term marketable securities  |  |                |         |                  |   |                   |  |   |           
|                                 |  |                |         |                  |   |                   |  |   |           
|Total                            |  |                |         |                  |   |                   |  |   |           
|                                 |  |                |         |                  |   |                   |  |   |           



Interest income,
included in other income (expense), net in the accompanying consolidated statements of operations, was, $13.5 million, $10.8 million and $9.3 million for the years ended December 31, 2000, 2001 and 2002, respectively.



|4. |  | Cost Basis Investments
|-- |  | ----------------------



At December 31, 2002, we valued our cost basis investments in private companies at $0.6 million. In addition, we have committed to make additional capital
contributions to a private equity fund totaling $2.2 million. If the companies in which we have made direct or indirect investments do not complete initial public offerings or are not acquired by publicly traded companies or for cash, we may not be
able to sell these investments. In addition, even if we are able to sell these investments we cannot assure that we will be able to sell them at a gain or even recover our investment. For the years ended December 31, 2001 and 2002, we recorded
losses in other income, net, of $4.4 million and $1.6 million, respectively, associated with the other-than-temporary impairment and realized a gain of $1.9 million in 2002 on the sale of one of our investments in an early stage private company.



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|5. |  | Goodwill and Amortizable Intangible Assets
|-- |  | ------------------------------------------



Amortizing intangible assets as of December 31, 2001 and 2002, respectively, are comprised of the following:



|                      |  | 2001                  |        | 2002                    
|--------------------- |  | --------------------- | ------ | ------------------------
|                      |  | Gross Carrying Amount |        | Accumulated Amortization
|Acquired technology   |  | $                     | 22,694 |                         
|Customer list         |  |                       | 2,381  |                         
|Non-compete agreement |  |                       |       |                         
|Trademark             |  |                       |       |                         
|Other                 |  |                       | 2,264  |                         
|                      |  |                       |        |                         
|                      |  | $                     | 27,339 |                         
|                      |  |                       |        |                         



Amortization expense
for amortizing intangible assets was $6.3 million, $9.6 million and $8.1 million for years ended December 31, 2000, 2001 and 2002, respectively. Estimated annual amortization expense by fiscal year is as follows: 2003$10.7 million;
2004$5.7 million; 2005$4.0 million; 2006$3.7 million; 2007$3.0 million; thereafter$4.0 million. All intangible assets currently recorded will be fully amortized by the end of 2009.



The changes in the carrying amount of goodwill by reportable operating
segment for the period ended December 31, 2002 is as follows (in thousands):



|                                                                                 |  | Licenses |         |   | Services |   |        | Total | 
|-------------------------------------------------------------------------------- |  | -------- | ------- | - | -------- | - | ------ | ----- | 
|Balance as of December 31, 2001                                                  |  |          | 145,337 |   |          |   | 45,896 |       | 
|Goodwill acquired                                                                |  |          | 30,997  |   |          |   | 9,788  |       | 
|Goodwill adjustment for income tax refunds related to pre-acquisition tax period |  |          | (230    | ) |          |   | (71    | )     | 
|                                                                                 |  |          |         |   |          |   |        |       | 
|Balance as of December 31, 2002                                                  |  | $        | 176,104 |   |          | $ | 55,613 |       | 
|                                                                                 |  |          |         |   |          |   |        |       | 

---

|(1) |  | Includes $1,174 of previously recognized assembled workforce intangible assets, which were subsumed into goodwill effective January 1, 2002 and have been reclassified for
comparative presentation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | Acquisitions
|-- |  | ------------



In September 2001, we acquired the outstanding shares of RevealNet, Inc., the industry leader in knowledge-based solutions for Oracle and DB2. This
acquisition was made to significantly enhance our database development and management solutions, providing even more and unique value to our large and growing base of Oracle and DB2 Developers and Database Administrators (DBAs). In November 2001, we
acquired substantially all of the assets of Laminar Software, Inc. for aggregate purchase prices of $10.1 million and $2.2 million, respectively. The purchase price for RevealNet included shares of our common stock valued at $10 million and direct
acquisition costs of $106,000. The purchase price for Laminar Software included shares of our common stock valued at $1.7 million, cash of $152,000, forgiveness of previous cash advances of $252,000, and direct acquisition costs of $40,000.



We acquired the outstanding shares of BB4 Technologies, Inc.,
a provider of systems availability monitoring solutions in February 2002 and Sitraka, Inc. (Sitraka) a leading developer of application server performance management products in November 2002. The acquisition of Sitraka was made to broaden our
application management portfolio of products to enable customers to detect, diagnose and resolve application bottlenecks within multi-tiered Java application environments. The purchase price for BB4 Technologies was $6.6 million, consisting of $4.2
million cash, direct acquisition costs of $0.2 million and future payments of $2.2 million related to non-compete agreements with certain key employees who are former shareholders.



We acquired Sitraka in exchange for cash payments of $53.4 million, up to $3.6 million in additional contingent
consideration and direct acquisition costs of $1.1 million. Of the cash paid, $5.2 million was deposited to an escrow account to secure certain indemnification obligations of the selling shareholders. The obligation to pay the contingent
consideration is dependent upon receipt of certain tax credits due to Sitraka. Of the contingent consideration obligation of $3.6 million, $2.3 million and $1.3 million expire in April 2004 and October 2005, respectively. As of December 31, 2002
$0.7 million of the contingent consideration had been paid.



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QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



In connection with the Sitraka acquisition, we identified and valued two In-Process Research and
Development (IPR&D) projects. Both projects were approximately 50% complete at the date of acquisition and the estimated cost to complete the projects was $1.3 million. One project was directed toward the development of improvements to an
existing product and the other for a product that was in pre-production. The IPR&D for the improvements to the existing product represented 55% of the total value of the IPR&D acquired while the product in pre-production represented the
balance of 45%. At the date of acquisition both projects were anticipated to be completed in the fourth quarter of 2002. The projects were completed as anticipated and made generally available for sale in March 2003.



Related to these IPR&D projects, in connection with the Sitraka
acquisition, $2.9 million was allocated to IPR&D and expensed immediately upon completion of the acquisition (as a charge not deductible for tax purposes), because the technological feasibility of products under development had not been
established and no future alternative uses existed. The fair value of the IPR&D for this acquisition was determined using the income approach. Under the income approach, expected future after-tax cash flows from each of the projects or product
families (projects) under development are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Each project was analyzed to determine the technological innovations included in the project; the existence
and utilization of core technology; the complexity, cost and time to complete the remaining development efforts; the existence of any alternative future use or current technological feasibility; and the stage of completion in development. Future
cash flows for each project were estimated based on forecasted revenues and costs, taking into account the expected life cycles of the products and the underlying technology, relevant market sizes and industry trends. Future cash flows from the
significant acquired projects were expected to commence at various dates within three to six months of acquisition.



The projects were then classified as developed technology or IPR&D. The estimated future cash flows for each were discounted to approximate fair
value. Discount rates, ranging from 25% to 35% for developed technology and IPR&D, were derived from a weighted average cost of capital analysis, adjusted upward to reflect additional risks inherent in the development process, including the
probability of achieving technological success and market acceptance. The IPR&D charge includes the fair value of the portion of IPR&D completed as of the date of acquisition. We are responsible for the amounts determined for IPR&D, as
well as developed technology, and believe the amounts are representative of fair values.



The acquisitions were all accounted for as purchase business combinations, and the results of each acquisitions operations are included in our consolidated statements of operations from the respective dates of
acquisition. With the exception of Laminar Software, all goodwill related to these acquisitions is not deductible for tax purposes. The purchase prices of these acquisitions were allocated as follows (in thousands):



|                             |  | Current Assets |        | Property andEquipment and Other |     | Goodwill |        | Other Intangibles |        | IPR&D |       | Assumed Liabilities |        |   | Deferred Taxes |         |   | Total Purchase Price
|---------------------------- |  | -------------- | ------ | ------------------------------- | --- | -------- | ------ | ----------------- | ------ | ----- | ----- | ------------------- | ------ | - | -------------- | ------- | - | --------------------
|YEAR ENDED DECEMBER 31, 2001 |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     
|RevealNet, Inc.              |  | $              | 714    |                                 | 19  |          | 7,330  |                   | 3,190  |       |      |                     | (674   | ) |                | (436    | ) |                     
|Laminar Software, Inc.       |  |                |       |                                 | 114 |          | 2,200  |                   |       |       |      |                     | (129   | ) |                |        |   |                     
|                             |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     
|                             |  | $              | 714    |                                 | 133 |          | 9,530  |                   | 3,190  |       |      |                     | (803   | ) |                | (436    | ) |                     
|                             |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     
|YEAR ENDED DECEMBER 31, 2002 |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     
|BB4 Technologies, Inc.       |  | $              | 123    |                                 |    |          | 4,846  |                   | 2,743  |       |      |                     | (60    | ) |                | (1,097  | ) |                     
|Sitraka, Inc.                |  |                | 12,685 |                                 | 968 |          | 35,939 |                   | 24,950 |       | 2,900 |                     | (9,584 | ) |                | (9,723  | ) |                     
|                             |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     
|                             |  | $              | 12,808 |                                 | 968 |          | 40,785 |                   | 27,693 |       | 2,900 |                     | (9,644 | ) |                | (10,820 | ) |                     
|                             |  |                |        |                                 |     |          |        |                   |        |       |       |                     |        |   |                |         |   |                     



Goodwill by reportable
segment, related to acquisitions in 2001 and 2002, is as follows:



|                             |  | Licenses |        | Services |   | Total
|---------------------------- |  | -------- | ------ | -------- | - | -----
|YEAR ENDED DECEMBER 31, 2001 |  |          |        |          |   |      
|RevealNet, Inc.              |  | $        | 5,571  |          | $ | 1,759
|Laminar Software, Inc.       |  |          | 1,672  |          |   | 528  
|                             |  |          |        |          |   |      
|                             |  | $        | 7,243  |          | $ | 2,287
|                             |  |          |        |          |   |      
|YEAR ENDED DECEMBER 31, 2002 |  |          |        |          |   |      
|BB4 Technologies, Inc.       |  | $        | 3,683  |          | $ | 1,163
|Sitraka, Inc.                |  |          | 27,314 |          |   | 8,625
|                             |  |          |        |          |   |      
|                             |  | $        | 30,997 |          | $ | 9,788
|                             |  |          |        |          |   |      



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Our financial results for the years ended December 31, 2001 and 2002 include actual results of these
acquisitions for the period following the dates on which the acquisitions were completed. The pro forma results of operations data for 2001 and 2002 presented below assume that the acquisitions had been made at the beginning of each fiscal year and
include amortization of identified intangibles from that date. The pro forma data is presented for informational purposes only and is not necessarily indicative of the results of future operations nor of the actual results that would have been
achieved had the acquisitions taken place at the beginning of the fiscal year (in thousands):



|                                              |  | Twelve Months EndedDecember 31,
|--------------------------------------------- |  | -------------------------------
|                                              |  | 2001                           
|Revenues                                      |  | $                              
|Net income (loss)                             |  |                                
|Net income (loss) per sharebasic and diluted |  |                                



|7. |  | Property and Equipment
|-- |  | ----------------------



Net property and equipment consist of the following at December 31 (in thousands):



|                                               |  | 2001 |         |   | 2002 |  
|---------------------------------------------- |  | ---- | ------- | - | ---- | -
|Furniture and fixtures                         |  | $    | 7,688   |   |      | $
|Machinery and equipment                        |  |      | 27,490  |   |      |  
|Computer equipment                             |  |      | 19,000  |   |      |  
|Computer software                              |  |      | 18,693  |   |      |  
|Leasehold improvements                         |  |      | 3,465   |   |      |  
|                                               |  |      |         |   |      |  
|                                               |  |      | 76,336  |   |      |  
|Less accumulated depreciation and amortization |  |      | (18,840 | ) |      |  
|                                               |  |      |         |   |      |  
|Property and equipment, net                    |  | $    | 57,496  |   |      | $
|                                               |  |      |         |   |      |  



|8. |  | Related-Party Transactions
|-- |  | --------------------------



During 1998, we received a note receivable from an officer of Quest for the purchase of 1.9 million shares of our common stock, at a purchase price of
$0.39 per share. The note receivable, plus interest accruing at the rate of 5.7% per annum, was due April 2003. In September 2002, the officer repaid the note receivable, plus interest, in full.



In April 1999, we repurchased and canceled 29.6 million shares of common
stock from a shareholder who, at the time, was one of our executive officers, at a price of $1.18 per share. We also entered into a severance agreement with the former officer whereby he received payments of $200,000 per year through April 2002 and
was entitled to use of a company car and related expenses and medical benefits. We recorded approximately $700,000 of expense related to this severance agreement in April 1999. As of December 31, 2002, no additional amounts were owed under the terms
of the severance agreement.



In August 2000, we received a note
receivable from one of our executive officers, for the purchase of 339,000 shares of our common stock at a purchase price of $46.50 per share. The former officer remains employed by us. The note receivable, plus accrued interest, is due August 2007,
bears interest at 6.33% per annum, and is secured by the common stock. The note receivable is deemed to be a non-recourse obligation of the former officer for financial reporting purposes.



A related party provides us with investment advisory services and receives no
compensation.



|9. |  | Long-Term Debt
|-- |  | --------------



In conjunction with an acquisition in 2000, we assumed a $4.4 million zero-interest loan related to a research and development funding arrangement with
the Province of Nova Scotia. We have imputed interest on the loan of $1.2 million (based on an interest rate of 9.5%), which is being amortized to interest expense over the term of the loan. The repayments have been fixed at $1.2 million each July
of 2001, 2002 and 2003, with the balance repayable in 2004.



As
of December 31, 2001 and 2002, $3.2 million and $2.0 million, respectively, was included in the accompanying consolidated balance sheets associated with the remaining loan balance.



F-18



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|10. |  | Income Taxes
|--- |  | ------------



The provision for income taxes consists of the following for the years ended December 31 (in thousands):



|                              |  | 2000 |         |   | 2001 |   |        | 2002 | 
|----------------------------- |  | ---- | ------- | - | ---- | - | ------ | ---- | 
|Current:                      |  |      |         |   |      |   |        |      | 
|Federal                       |  | $    | 21,434  |   |      | $ | 9,743  |      | 
|State                         |  |      | 4,516   |   |      |   | 1,557  |      | 
|Foreign                       |  |      | 109     |   |      |   | 149    |      | 
|                              |  |      |         |   |      |   |        |      | 
|                              |  |      | 26,059  |   |      |   | 11,449 |      | 
|                              |  |      |        
|Deferred:                     |  |      |         |   |      |   |        |      | 
|Federal                       |  |      | (15,080 | ) |      |   | (4,083 | )    | 
|State                         |  |      | (4,277  | ) |      |   | (3,352 | )    | 
|Foreign                       |  |      | 103     |   |      |   | (4,646 | )    | 
|Change in valuation allowance |  |      |        |   |      |   | 6,493  |      | 
|                              |  |      |         |   |      |   |        |      | 
|                              |  |      | (19,254 | ) |      |   | (5,588 | )    | 
|                              |  |      |         |   |      |   |        |      | 
|Total income tax provision    |  | $    | 6,805   |   |      | $ | 5,861  |      | 
|                              |  |      |         |   |      |   |        |      | 



The reconciliation of
the U.S. federal statutory rate to the effective income tax rate for the years ended December 31, 2000, 2001 and 2002, is as follows:



|                                                        |  | 2000  |    |  | 2001  |    |  | 2002  |  
|------------------------------------------------------- |  | ----- | -- |  | ----- | -- |  | ----- | -
|Tax provision (benefit) at U.S. federal statutory rates |  | (35.0 | )% |  | (35.0 | )% |  | 35.0  | %
|State taxes                                             |  | 0.8   |    |  | (1.9  | )  |  | 1.3   |  
|Goodwill amortization                                   |  | 67.6  |    |  | 38.1  |    |  |      |  
|Foreign taxes and foreign losses without tax benefit    |  | 8.1   |    |  | 13.5  |    |  | 9.6   |  
|Research and development credits                        |  | (5.6  | )  |  | (5.8  | )  |  | (10.4 | )
|In-process research and development                     |  |      |    |  |      |    |  | 5.5   |  
|Other                                                   |  | 1.3   |    |  | 2.9   |    |  | 2.9   |  
|                                                        |  |       |    |  |       |    |  |       |  
|                                                        |  | 37.2  | %  |  | 11.8  | %  |  | 43.9  | %
|                                                        |  |       |    |  |       |    |  |       |  



Deferred income taxes
reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred taxes as of December 31,
2001 and 2002 are as follows (in thousands):



|                                               |  | 2001 |         |   | 2002 |  
|---------------------------------------------- |  | ---- | ------- | - | ---- | -
|Deferred tax assets:                           |  |      |         |   |      |  
|Accounts receivable and sales returns reserves |  | $    | 1,435   |   |      | $
|Accrued liabilities                            |  |      | 3,125   |   |      |  
|Foreign net operating loss carryforwards       |  |      | 15,050  |   |      |  
|U.S. net operating loss carryforwards          |  |      | 18,895  |   |      |  
|Stock compensation                             |  |      | 1,189   |   |      |  
|Tax credits                                    |  |      | 10,511  |   |      |  
|Deferred revenue                               |  |      | 9,677   |   |      |  
|Other                                          |  |      | 2,543   |   |      |  
|                                               |  |      |         |   |      |  
|Total gross deferred assets                    |  |      | 62,425  |   |      |  
|                                               |  |     
|Deferred tax liabilities:                      |  |      |         |   |      |  
|Intangibles                                    |  |      | (3,191  | ) |      |  
|State taxes                                    |  |      | (3,905  | ) |      |  
|Fixed assets                                   |  |      | (2,611  | ) |      |  
|                                               |  |      |         |   |      |  
|Total gross deferred liabilities               |  |      | (9,707  | ) |      |  
|Valuation allowance                            |  |      | (29,731 | ) |      |  
|                                               |  |      |         |   |      |  
|Net deferred income taxes                      |  | $    | 22,987  |   |      | $
|                                               |  |      |         |   |      |  
|Less current portion                           |  |      | (12,085 | ) |      |  
|                                               |  |      |         |   |      |  
|                                               |  | $    | 10,902  |   |      | $
|                                               |  |      |         |   |      |  



F-19



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



At December 31, 2002, we had recorded a valuation allowance of $19.2 million on our deferred tax
assets. Based on the weight of available evidence, we believe that it is more likely than not that these deferred tax assets will not be realized. Approximately $4.4 million of the valuation allowance relates to net operating losses from stock
option exercises. If these deferred tax assets are realized in the future, the tax benefit will be credited to shareholders equity.



At December 31, 2002, we had federal, state, and foreign net operating loss carryforwards of $22.5 million, $48.6 million and $39.9 million, respectively,
which begin to expire in 2018, 2005 and 2003, respectively.



Approximately $8.9
million of the federal and $12.8 million of the state net operating loss carryforwards relate to acquired companies and are subject to limitations on their utilization.



At December 31, 2002 we had federal and state tax credit carryforwards of $8.2 million and $5.9 million, respectively, which
begin to expire in 2018.



Tax benefits associated with the
exercise of stock options of $10.3 million and $17.7 million in 2001 and 2002, respectively, were credited to shareholders equity.



Income (loss) before income taxes consists of the following components (in thousands):



|              |  | 2000 |         |   | 2001 |   |         | 2002 | 
|------------- |  | ---- | ------- | - | ---- | - | ------- | ---- | 
|United States |  | $    | (1,440  | ) |      | $ | (4,039  | )    | 
|Foreign       |  |      | (16,833 | ) |      |   | (45,859 | )    | 
|              |  |      |         |   |      |   |         |      | 
|Total         |  | $    | (18,273 | ) |      | $ | (49,898 | )    | 
|              |  |      |         |   |      |   |         |      | 



Undistributed earnings
of our foreign subsidiaries were immaterial as of December 31, 2002. Those earnings are considered to be permanently reinvested. Accordingly, no provision for U.S. federal or state income tax has been provided thereon.



|11. |  | Shareholders Equity
|--- |  | --------------------



In March 2000, we completed a secondary offering of 8.4 million shares of our common stock, of which we sold 3.8 million shares and 4.6 million shares
were sold by selling shareholders. We received net proceeds of $253.5 million, after underwriting and offering expenses, for the shares we sold. We did not receive any proceeds from the shares sold by selling shareholders.



In December 2000, our Board of Directors authorized a stock repurchase
program under which we may repurchase up to 2.0 million shares of our common stock. In October 2001, our Board of Directors increased the total number of shares authorized for repurchase under this program to 5.0 million shares. Under the repurchase
program, we may repurchase shares from time to time at varying prices in open market or private transactions. We did not set any timeline within which repurchases would be made and have not committed to repurchase any specific amount of shares. As
of December 31, 2000, we had repurchased 1.7 million shares for approximately $57.4 million under this program. No additional shares were repurchased under this program in 2001 and 2002. During 2000, we also repurchased approximately 1,000 shares
issued to former shareholders of an acquisition for approximately $600,000. All shares repurchased have been cancelled and returned to the status of authorized and un-issued.



|12. |  | Employee Benefit Plans
|--- |  | ----------------------



Stock Option Plans



Our stock option plans provide for the issuance of stock options to our employees, directors and consultants. The options are generally granted with
exercise prices equal to the fair market value of our common stock as of the grant date, expire ten years from the date of grant, and ratably vest over a four- to five-year period. As of December 31, 2002, we have authorized 27.8 million shares for
issuance under the plans, of which 2.7 million shares are available for future grant.



A summary of the status of our stock option plans as of December 31, 2000, 2001 and 2002 and changes during the years ending on those dates is presented below (in thousands, except per share data):



|                                 |  | 2000   |  | 2001                            |       | 2002  
|-------------------------------- |  | ------ |  | ------------------------------- | ----- | ------
|                                 |  | Shares |  | Weighted-Average Exercise Price |       | Shares
|Outstanding, beginning of period |  | 10,512 |  | $                               | 3.44  |       
|Granted                          |  | 4,142  |  | $                               | 29.42 |       



F-20



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|Exercised                                                      |  | (2,493 | ) |  | $ | 1.81  |  | (1,716 | ) |  | $ | 3.76  |  | (1,466 | ) |  | $ | 1.21 
|-------------------------------------------------------------- |  | ------ | - |  | - | ----- |  | ------ | - |  | - | ----- |  | ------ | - |  | - | -----
|Canceled                                                       |  | (1,520 | ) |  | $ | 13.03 |  | (2,252 | ) |  | $ | 19.08 |  | (1,296 | ) |  | $ | 20.78
|                                                               |  |        |   |  |   |       |  |        |   |  |   |       |  |        |   |  |   |      
|Balance, end of period                                         |  | 10,641 |   |  | $ | 12.56 |  | 15,568 |   |  | $ | 13.56 |  | 19,710 |   |  | $ | 13.28
|                                                               |  |        |   |  |   |       |  |        |   |  |   |       |  |        |   |  |   |      
|Exercisable, end of period                                     |  | 1,684  |   |  | $ | 4.13  |  | 2,922  |   |  | $ | 8.82  |  | 4,992  |   |  | $ | 12.36
|                                                               |  |        |   |  |   |       |  |        |   |  |   |       |  |        |   |  |   |      
|Weighted-average fair value of options granted during the year |  |        |   |  | $ | 30.90 |  |        |   |  | $ | 14.16 |  |        |   |  | $ | 9.46 
|                                                               |  |        |   |  |   |       |  |        |   |  |   |       |  |        |   |  |   |      



During 2000, options
to purchase an aggregate of 594,000 shares, with a weighted-average exercise price of $26.84 per share, were granted with below market exercise prices. No options were granted during 2001 and 2002 with below market exercise prices. Included in
compensation and other costs in the accompanying consolidated financial statements is $3.4 million, $4.5 million and $1.5 million of expense recorded during the years ended December 31, 2000, 2001 and 2002, respectively, associated with such option
grants. The expense equals the difference between the fair market value of our common stock on the grant date and the exercise price of the stock options and is recognized ratably over the vesting period of the stock options, currently four to five
years.



The following tables summarizes information about stock
options outstanding at December 31, 2002 (numbers of shares in thousands):



|                         |  | Options Outstanding |  | Options Exercisable                                
|------------------------ |  | ------------------- |  | ---------------------------------------------------
|Range of Exercise Prices |  | Number Outstanding  |  | Weighted- Average Remaining ContractualLife (Years)
|$   0.50  1.89          |  | 2,220               |  | 5.83                                               
|$   3.00  8.30          |  | 2,189               |  | 9.06                                               
|$   8.40  8.40          |  | 2,511               |  | 9.60                                               
|$10.1510.46             |  | 361                 |  | 8.89                                               
|$10.7410.74             |  | 3,118               |  | 8.75                                               
|$10.8214.80             |  | 1,990               |  | 10.00                                              
|$14.8114.81             |  | 1,333               |  | 8.26                                               
|$15.1315.13             |  | 2,260               |  | 8.24                                               
|$15.3126.50             |  | 2,748               |  | 7.57                                               
|$27.0053.41             |  | 980                 |  | 7.50                                               
|                         |  |                     |  |                                                    
|                         |  | 19,710              |  |                                                    
|                         |  |                     |  |                                                    



Employee Stock Purchase Plan



Under our 1999 Employee Stock Purchase Plan, we are
authorized to issue up to 1.2 million shares of our common stock to eligible employees and the employees of participating subsidiaries. Individuals who are scheduled to work more than 20 hours per week for more than five calendar months per year are
eligible to participate in the plan. A participant may contribute up to 15% of their cash earnings, and the accumulated payroll deductions will be applied to the purchase of shares on semi-annual purchase dates. The purchase price per share will be
equal to 85% of the lower of the fair market value of the common stock on the start date of the purchase period or the fair market value of the common stock on the semi-annual purchase date. Semi-annual purchase dates will occur on the last business
day of January and July each year.



At December 31, 2002,
346,461 shares of common stock were reserved for issuance under this plan. In January 2002, 124,000 shares of common stock were purchased under this plan at a price of $20.26 per share. In July 2002, approximately 238,000 shares of common stock were
purchased under this plan at a price of $8.23 per share. At December 31, 2002, $2.2 million was recorded in accrued liabilities that employees had deposited for purchases of common stock under the plan for the current offering period, which expired
on January 31, 2003.



Employee 401(k) Plan



We sponsor the Quest Software, Inc. 401(k) Plan (the Plan) covering
substantially all of our employees. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred salary deductions for eligible employees. Employees may contribute from 1% to 15% of their annual compensation to the
Plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. The Plan provides for discretionary contributions, as determined by the Board of Directors. Such contributions to the Plan are allocated among eligible
participants in the proportion of their salaries to the total salaries of all participants. Participant contributions vest immediately, while discretionary contributions we make vest over a three-year period. Our discretionary contributions to the
Plan totaled $1.0 million for each of the years ended December 31, 2000, 2001 and 2002.



F-21



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|13. |  | Sale of Aircraft
|--- |  | ----------------



In August 2002, we sold our interest in an aircraft and received proceeds of approximately $1.9 million. The sale resulted in a loss of $0.8 million.



|14. |  | Commitments and Contingencies
|--- |  | -----------------------------



We lease office facilities and certain equipment under various operating leases. A majority of these leases are non-cancelable and obligate us to pay
costs of maintenance, utilities, and applicable taxes. The leases on most of the office facilities contain escalation clauses and renewal options. Total rent expense was $6.5 million, $12.2 million and $12.9 million for the years ended December 31,
2000, 2001 and 2002, respectively.



Minimum lease commitments
under non-cancelable operating leases as of December 31, 2002 are as follows (in thousands):



|Year ending December 31: |  |  
|------------------------ |  | -
|2003                     |  | $
|2004                     |  |  
|2005                     |  |  
|2006                     |  |  
|2007                     |  |  
|Thereafter               |  |  
|                         |  |  
|                         |  | $
|                         |  |  



On July 2, 2002,
Computer Associates International, Inc. filed a complaint against us and four of our employees in the U.S. District Court for the Northern District of Illinois alleging copyright infringement and trade secret misappropriation in connection with the
development of the database administration component of our Quest Central for DB2 product and seeking injunctive relief and unspecified money damages. We will vigorously defend CAs claims and do not believe that this matter will have a
material adverse effect on our results of operations or financial condition.



We are a party to other litigation, which we consider to be routine and incidental to our business. Management does not expect the results of any of these actions to have a material adverse effect on our results of
operations or financial condition.



In the normal course of our
business, we enter into certain types of agreements that require us to indemnify or guarantee the obligations of other parties. These commitments include (i) intellectual property indemnities to licensees of our software products, (ii) indemnities
to certain lessors under office space leases for certain claims arising from our use or occupancy of the related premises, or for the obligations of our subsidiaries under leasing arrangements, (iii) indemnities to customers, vendors and service
providers for claims based on negligence or willful misconduct of our employees and agents, and (iv) indemnities to our directors and officers to the maximum extent permitted under applicable law. The terms and duration of these commitments varies
and, in some cases, may be indefinite, and certain of these commitments do not limit the maximum amount of future payments we could become obligated to make thereunder; accordingly, our actual aggregate maximum exposure related to these types of
commitments cannot be reasonably estimated. Historically, we have not been obligated to make significant payments for obligations of this nature, and no liabilities have been recorded for these obligations in the accompanying consolidated balance
sheets.



|15. |  | Geographic and Segment Information
|--- |  | ----------------------------------



Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our
chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our operating segments are managed separately because each segment represents a strategic business unit that offers
different products or services.



Our reportable operating
segments are Licenses and Services. The Licenses segment develops and markets licenses to use our software products. The Services segment provides after-sale support for software products and fee-based training and consulting services related to our
software products.



We do not separately allocate operating
expenses to these segments, nor do we allocate specific assets to these segments. Therefore, segment information reported includes only revenues, cost of revenues, and gross profit, as this information and the geographic information described below
are the only information provided to the chief operating decision maker on a segment basis.



F-22



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##### Table of Contents

QUEST SOFTWARE, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Reportable segment data for the three years in the period ended December 31, 2002, is as follows (in
thousands):



|                              |  | Licenses |         | Services |   | Total 
|----------------------------- |  | -------- | ------- | -------- | - | ------
|Year ended December 31, 2000: |  |          |         |          |   |       
|Revenues                      |  | $        | 126,767 |          | $ | 38,820
|Cost of revenues              |  |          | 8,609   |          |   | 10,695
|                              |  |          |         |          |   |       
|Gross profit                  |  | $        | 118,158 |          | $ | 28,125
|                              |  |          |         |          |   |       
|Year ended December 31, 2001: |  |          |         |          |   |       
|Revenues                      |  | $        | 174,134 |          | $ | 72,389
|Cost of revenues              |  |          | 12,513  |          |   | 18,542
|                              |  |          |         |          |   |       
|Gross profit                  |  | $        | 161,621 |          | $ | 53,847
|                              |  |          |         |          |   |       
|Year ended December 31, 2002  |  |          |         |          |   |       
|Revenues                      |  | $        | 160,636 |          | $ | 94,946
|Cost of revenues              |  |          | 8,638   |          |   | 17,802
|                              |  |          |         |          |   |       
|Gross profit                  |  | $        | 151,998 |          | $ | 77,144
|                              |  |          |         |          |   |       



Revenues are
attributed to geographic areas based on the location of the entity to which the products or services were sold. Revenues, gross profit, income (loss) from operations and long-lived assets concerning principal geographic areas in which we operate are
as follows (in thousands):



|                              |  | NorthAmerica (1) |         |   | Europe |   |        | OtherInternational |  |   | Total  |  
|----------------------------- |  | ---------------- | ------- | - | ------ | - | ------ | ------------------ |  | - | ------ | -
|Year ended December 31, 2000: |  |                  |         |   |        |   |        |                    |  |   |        |  
|Revenues                      |  | $                | 136,847 |   |        | $ | 25,901 |                    |  | $ | 2,839  |  
|Gross profit                  |  |                  | 131,363 |   |        |   | 13,732 |                    |  |   | 1,188  |  
|Loss from operations          |  |                  | (27,447 | ) |        |   | (142   | )                  |  |   | (2,287 | )
|Long-lived assets             |  |                  | 300,136 |   |        |   | 1,202  |                    |  |   | 1,360  |  
|                              |  |                  |         |  
|Year ended December 31, 2001: |  |                  |         |   |        |   |        |                    |  |   |        |  
|Revenues                      |  | $                | 198,154 |   |        | $ | 42,534 |                    |  | $ | 5,835  |  
|Gross profit                  |  |                  | 185,584 |   |        |   | 27,042 |                    |  |   | 2,842  |  
|Loss from operations          |  |                  | (43,395 | ) |        |   | (8,695 | )                  |  |   | (1,611 | )
|Long-lived assets             |  |                  | 427,376 |   |        |   | 2,013  |                    |  |   | 1,320  |  
|                              |  |                  |         |  
|Year ended December 31, 2002  |  |                  |         |   |        |   |        |                    |  |   |        |  
|Revenues                      |  | $                | 190,231 |   |        | $ | 58,566 |                    |  | $ | 6,785  |  
|Gross profit                  |  |                  | 187,857 |   |        |   | 37,658 |                    |  |   | 3,627  |  
|Income (loss) from operations |  |                  | 15,158  |   |        |   | (5,380 | )                  |  |   | 79     |  
|Long-lived assets             |  |                  | 436,250 |   |        |   | 2,888  |                    |  |   | 977    |  

---

|(1) |  | Principally represents operations in the United States
|--- |  | ------------------------------------------------------



|16. |  | Subsequent Event
|--- |  | ----------------



After we announced on July 23, 2003 that we would restate certain financial results as a result of our discovery of a computational error relating to
foreign currency conversions, numerous separate complaints purporting to be class actions were filed in the United States District Court for the Central District of California alleging that we and some of our officers and directors violated
provisions of the Securities Exchange Act of 1934. The complaints contain varying allegations, including that we made materially false and misleading statements with respect to our financial results for 2002 and the quarter ended March 31, 2003
included in our filings with the SEC and press releases. As of the time of filing of this report, these complaints have not yet been consolidated and neither a lead plaintiff nor lead counsel has been appointed. In addition, one complaint purporting
to be a derivative action has been filed in California state court against some of our directors and officers. This complaint is based on the same facts and

circumstances described in the class action complaints and generally alleges that the named directors and officers breached their fiduciary duties by failing to oversee adequately our financial reporting. All of the complaints generally
seek an unspecified amount of damages. The cases are in the very preliminary stages and we will vigorously defend these claims; however, it is not possible for us to quantify the extent of our potential liability, if any. Accordingly, no amounts
have been accrued in the accompanying financial statements. An unfavorable outcome in any of these cases could have a material adverse effect on our business, financial condition, results of operations and cash flow. In addition, defending any
litigation may be costly and divert managements attention from the day-to-day operations of our business.



F-23



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##### Table of Contents

QUEST SOFTWARE INC.



FINANCIAL STATEMENT SCHEDULE



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNT



|Description                                   |  | Balance atBeginningof Period |       | Charges,Costs andExpenses |   | Additions/Deductions |  |   | Balance atEnd ofPeriod
|--------------------------------------------- |  | ---------------------------- | ----- | ------------------------- | - | -------------------- |  | - | ----------------------
|                                              |  | (In Thousands)              
|Year ended December 31, 2000:                 |  |                              |       |                           |   |                      |  |   |                       
|Allowance for bad debt                        |  | $                            | 493   |                           | $ | 457                  |  | $ | 422                   
|Allowance for sales returns and cancellations |  | $                            | 2,746 |                           | $ | 6,363                |  | $ | (505                  
|Year ended December 31, 2001:                 |  |                              |       |                           |   |                      |  |   |                       
|Allowance for bad debt                        |  | $                            | 1,372 |                           | $ | 789                  |  | $ | (1,267                
|Allowance for sales returns and cancellations |  | $                            | 8,604 |                           | $ | 7,935                |  | $ | (7,483                
|Year ended December 31, 2002:                 |  |                              |       |                           |   |                      |  |   |                       
|Allowance for bad debt                        |  | $                            | 895   |                           | $ | 580                  |  | $ | (634                  
|Allowance for sales returns and cancellations |  | $                            | 9,056 |                           | $ | 1,573                |  | $ | (1,877                



S-1



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##### Table of Contents

EXHIBIT INDEX



|ExhibitNumber |  | Exhibit Title                                                                                                                                      
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|3.1           |  | Second Amended and Restated Articles of Incorporation.(1)                                                                                          
|              | 
|3.2           |  | Second Amended and Restated Bylaws, as amended.(2)                                                                                                 
|              | 
|3.3           |  | Certificate of Amendment of Second Amended and Restated Articles of Incorporation.(3)                                                              
|              | 
|3.4           |  | Certificate of Amendment of Bylaws.(4)                                                                                                             
|              | 
|4.1           |  | Form of Registrants Specimen Common Stock Certificate.(1)                                                                                         
|              | 
|10.1++        |  | Registrants 1998 Stock Option/Stock Issuance Plan.(1)                                                                                             
|              | 
|10.2++        |  | Registrants 1999 Stock Incentive Plan.(1)                                                                                                         
|              | 
|10.3++        |  | Registrants 1999 Employee Stock Purchase Plan.(1)                                                                                                 
|              | 
|10.4          |  | Form of Directors and Officers Indemnification Agreement.(1)                                                                                     
|              | 
|10.5          |  | Office Space Lease dated as of June 17, 1999 between The Irvine Company and Quest Software, Inc.(1)                                                
|              | 
|10.6          |  | Office lease between The Northwestern Mutual Life Insurance Company (Landlord) and Quest Software, Inc. (Tenant) dated as of
September 30, 1999.(2)
|              | 
|10.7          |  | Office lease, dated June 2000, between Fund VIII and Fund IX Associates and Quest Software, Inc.(5)                                                
|              | 
|10.8++        |  | Registrants 2001 Stock Incentive Plan.(6)                                                                                                         
|              | 
|10.9          |  | First Amendment to Lease dated as of January 2, 2003 between The Irvine Company and Quest Software,
Inc.(7)                                        
|              | 
|21.1          |  | Subsidiaries of the Company.(7)                                                                                                                    
|              | 
|23.1          |  | Consent of Deloitte & Touche LLP.                                                                                                                  
|              | 
|31.1          |  | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.                        
|              | 
|31.2          |  | Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.                        
|              | 
|32.1          |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 
|              | 
|32.2          |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 

---

|(1) |  | Incorporated herein by reference to our Registration Statement on Form S-1 and all amendments thereto (File No. 333-80543).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated herein by reference to our Registration Statement on Form S-1 and all amendments thereto (File No. 333-30816).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated herein by reference to our Quarterly Report on Form 10-Q for the period ended June 30, 2000.
|--- |  | ---------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated herein by reference to our Quarterly Report on Form 10-Q for the period ended June 30, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated herein by reference to our Annual Report on Form 10-K for the year ended December 30, 2000.
|--- |  | --------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated herein by reference to our Registration Statement on Form S-8 (File No. 333-82784) filed on February 14, 2002.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

|(7) |  | Previously filed.
|--- |  | -----------------

|++ |  | Indicates a management contract or compensatory arrangement.
|-- |  | ------------------------------------------------------------