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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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Quarterly Report Pursuant to Section
13 or 15(d)

of the Securities Exchange Act of 1934



|                               |  |                       
|------------------------------ |  | ----------------------
|For the quarterly period ended |  | Commission File Number
|September 30, 2004             |  | 000-26819             



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WATCHGUARD TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 91-1712427                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



505 Fifth Ave.
South, Suite 500, Seattle WA 98104-3892

(Address of Principal Executive Offices) (Zip Code)



Registrants telephone number, including area code: (206) 521-8340



Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)



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



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



33,658,118 shares of WatchGuard common stock were outstanding as of October 27, 2004.



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WATCHGUARD TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2004



TABLE OF CONTENTS



|                              |  |                                                                                       |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION |  | 3                                                                                    
|                              |  |                                                                                      
|ITEM 1.                       |  | FINANCIAL STATEMENTS                                                                  |  | 3 
|                              |  |                                                                                      
|ITEM 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS |  | 12
|                              |  |                                                                                      
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 37
|                              |  |                                                                                      
|ITEM 4.                       |  | CONTROLS AND PROCEDURES                                                               |  | 37
|                              | 
|PART II. OTHER INFORMATION    |  | 38                                                                                   
|                              |  |                                                                                      
|ITEM 4.                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 38
|                              |  |                                                                                      
|ITEM 6.                       |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |  | 38



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS



WATCHGUARD TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | - | ------------------ | - | -------- | -
|                                                                                                                                   |  | December 31,2003 |          |   | September 30, 2004 |  
|                                                                                                                                   |  |                  |          |   | (unaudited)        |  
|ASSETS                                                                                                                             |  |                  |          |   |                    |   |          |  
|Current assets:                                                                                                                    |  |                  |          |   |                    |   |          |  
|Cash and cash equivalents                                                                                                          |  | $                | 3,899    |   |                    | $ | 2,975    |  
|Short-term investments                                                                                                             |  |                  | 74,890   |   |                    |   | 74,005   |  
|Trade accounts receivable, net                                                                                                     |  |                  | 6,700    |   |                    |   | 8,647    |  
|Inventories, net                                                                                                                   |  |                  | 3,068    |   |                    |   | 3,179    |  
|Prepaid expenses and other current assets                                                                                          |  |                  | 3,924    |   |                    |   | 3,289    |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total current assets                                                                                                               |  |                  | 92,481   |   |                    |   | 92,095   |  
|Property and equipment, net                                                                                                        |  |                  | 5,471    |   |                    |   | 4,886    |  
|Restricted cash                                                                                                                    |  |                  | 3,000    |   |                    |   | 3,000    |  
|Goodwill                                                                                                                           |  |                  | 66,605   |   |                    |   | 66,605   |  
|Other intangibles, net and other assets                                                                                            |  |                  | 3,562    |   |                    |   | 2,732    |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total assets                                                                                                                       |  | $                | 171,119  |   |                    | $ | 169,318  |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                               |  |                  |          |   |                    |   |          |  
|Current liabilities:                                                                                                               |  |                  |          |   |                    |   |          |  
|Accounts payable                                                                                                                   |  | $                | 3,676    |   |                    | $ | 3,008    |  
|Accrued expenses and other liabilities                                                                                             |  |                  | 6,819    |   |                    |   | 6,731    |  
|Short-term accrued restructuring and acquisition costs                                                                             |  |                  | 2,271    |   |                    |   | 1,622    |  
|Short-term deferred revenues                                                                                                       |  |                  | 15,675   |   |                    |   | 16,028   |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total current liabilities                                                                                                          |  |                  | 28,441   |   |                    |   | 27,389   |  
|Long-term accrued restructuring costs                                                                                              |  |                  | 4,268    |   |                    |   | 3,780    |  
|Long-term deferred revenues                                                                                                        |  |                  | 1,072    |   |                    |   | 1,402    |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total liabilities                                                                                                                  |  |                  | 33,781   |   |                    |   | 32,571   |  
|                                                                                                                                   |  |                 
|Stockholders equity:                                                                                                              |  |                  |          |   |                    |   |          |  
|Preferred stock, $0.001 par value:                                                                                                 |  |                  |          |   |                    |   |          |  
|Authorized shares: 10,000,000; no shares issued and outstanding                                                                    |  |                  |         |   |                    |   |         |  
|Common stock, $0.001 par value:                                                                                                    |  |                  |          |   |                    |   |          |  
|Authorized shares: 80,000,000; shares issued and outstanding: 33,091,787 at December 31, 2003 and 33,653,583 at September 30,
2004 |  |                  | 33       |   |                    |   | 34       |  
|Additional paid-in capital                                                                                                         |  |                  | 267,649  |   |                    |   | 270,223  |  
|Deferred stock-based compensation                                                                                                  |  |                  | (25      | ) |                    |   | (6       | )
|Accumulated other comprehensive loss                                                                                               |  |                  | (41      | ) |                    |   | (168     | )
|Accumulated deficit                                                                                                                |  |                  | (130,278 | ) |                    |   | (133,336 | )
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total stockholders equity                                                                                                         |  |                  | 137,338  |   |                    |   | 136,747  |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  
|Total liabilities and stockholders equity                                                                                         |  | $                | 171,119  |   |                    | $ | 169,318  |  
|                                                                                                                                   |  |                  |          |   |                    |   |          |  



See accompanying
notes.



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##### Table of Contents

WATCHGUARD TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)



|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|----------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                                                                    |  | Three Months EndedSeptember 30, |        |   | Nine Months Ended September 30, |  
|                                                                                    |  | 2003                            |        |   | 2004                            |   |        | 2003 |  |   | 2004    |  
|Revenues:                                                                           |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Product                                                                             |  | $                               | 12,048 |   |                                 | $ | 14,147 |      |  | $ | 39,759  |   |  | $ | 45,215 |  
|Service                                                                             |  |                                 | 6,554  |   |                                 |   | 7,136  |      |  |   | 20,672  |   |  |   | 20,565 |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Total revenues                                                                      |  |                                 | 18,602 |   |                                 |   | 21,283 |      |  |   | 60,431  |   |  |   | 65,780 |  
|Cost of revenues:                                                                   |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Product                                                                             |  |                                 | 5,848  |   |                                 |   | 6,379  |      |  |   | 16,889  |   |  |   | 19,342 |  
|Service                                                                             |  |                                 | 1,707  |   |                                 |   | 1,390  |      |  |   | 4,738   |   |  |   | 4,165  |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Total cost of revenues                                                              |  |                                 | 7,555  |   |                                 |   | 7,769  |      |  |   | 21,627  |   |  |   | 23,507 |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Gross margin                                                                        |  |                                 | 11,047 |   |                                 |   | 13,514 |      |  |   | 38,804  |   |  |   | 42,273 |  
|Operating expenses:                                                                 |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Sales and marketing                                                                 |  |                                 | 7,285  |   |                                 |   | 7,740  |      |  |   | 24,162  |   |  |   | 24,435 |  
|Research and development                                                            |  |                                 | 5,323  |   |                                 |   | 4,403  |      |  |   | 15,879  |   |  |   | 13,650 |  
|General and administrative                                                          |  |                                 | 1,940  |   |                                 |   | 2,055  |      |  |   | 5,890   |   |  |   | 6386   |  
|Stock-based compensation (1)                                                        |  |                                 | 26     |   |                                 |   |       |      |  |   | 209     |   |  |   | 18     |  
|Amortization of other intangible assets acquired                                    |  |                                 | 553    |   |                                 |   | 243    |      |  |   | 1,625   |   |  |   | 730    |  
|Impairment of other intangible assets acquired                                      |  |                                 | 3,300  |   |                                 |   |       |      |  |   | 3,300   |   |  |   |       |  
|Restructuring charges                                                               |  |                                 |       |   |                                 |   | 400    |      |  |   |        |   |  |   | 400    |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Total operating expenses                                                            |  |                                 | 18,427 |   |                                 |   | 14,841 |      |  |   | 51,065  |   |  |   | 45,619 |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Operating loss                                                                      |  |                                 | (7,380 | ) |                                 |   | (1,327 | )    |  |   | (12,261 | ) |  |   | (3,346 | )
|Interest income, net:                                                               |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Interest income                                                                     |  |                                 | 276    |   |                                 |   | 322    |      |  |   | 1,014   |   |  |   | 894    |  
|Interest expense                                                                    |  |                                 | (154   | ) |                                 |   | (176   | )    |  |   | (446    | ) |  |   | (540   | )
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Total interest income, net                                                          |  |                                 | 122    |   |                                 |   | 146    |      |  |   | 568     |   |  |   | 354    |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Loss before income taxes                                                            |  |                                 | (7,258 | ) |                                 |   | (1,181 | )    |  |   | (11,693 | ) |  |   | (2,992 | )
|Provision for income taxes                                                          |  |                                 | 10     |   |                                 |   | 23     |      |  |   | 24      |   |  |   | 66     |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Net loss)                                                                           |  | $                               | (7,268 | ) |                                 | $ | (1,204 | )    |  | $ | (11,717 | ) |  | $ | (3,058 | )
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Basic and diluted net loss per share                                                |  | $                               | (0.22  | ) |                                 | $ | (0.04  | )    |  | $ | (0.36   | ) |  | $ | (0.09  | )
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Shares used in calculation of basic and diluted net loss per share                  |  |                                 | 32,907 |   |                                 |   | 33,575 |      |  |   | 32,830  |   |  |   | 33,430 |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|(1)    Stock-based compensation charges relate to the following expense categories: |  |                                 |        |   |                                 |   |        |      | 
|                                                                                    |  |                                 |        |  
|Sales and marketing                                                                 |  | $                               | 4      |   |                                 | $ |       |      |  | $ | 21      |   |  | $ | 4      |  
|Research and development                                                            |  |                                 | 15     |   |                                 |   | (1     | )    |  |   | 156     |   |  |   | 9      |  
|General and administrative                                                          |  |                                 | 7      |   |                                 |   | 1      |      |  |   | 32      |   |  |   | 5      |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Total                                                                               |  | $                               | 26     |   |                                 | $ |       |      |  | $ | 209     |   |  | $ | 18     |  
|                                                                                    |  |                                 |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  



See accompanying notes.



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WATCHGUARD TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)



|                                                                                                          |  |                                |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                                          |  | Nine Months EndedSeptember 30, |        
|                                                                                                          |  | 2003                           |         |   | 2004 |  
|Operating activities:                                                                                     |  |                                |         |   |      |   |         |  
|Net loss                                                                                                  |  | $                              | (11,717 | ) |      | $ | (3,058  | )
|                                                                                                          |  |                               
|Adjustments to reconcile net loss to net cash used in operating activities:                               |  |                                |         |   |      |   |         |  
|Noncash expenses:                                                                                         |  |                                |         |   |      |   |         |  
|Depreciation and amortization of property and equipment                                                   |  |                                | 2,146   |   |      |   | 1,986   |  
|Amortization of other intangible assets acquired                                                          |  |                                | 1,625   |   |      |   | 730     |  
|Impairment of other intangible assets acquired                                                            |  |                                | 3,300   |   |      |   |        |  
|Stock-based compensation                                                                                  |  |                                | 209     |   |      |   | 18      |  
|                                                                                                          |  |                               
|Changes in operating assets and liabilities:                                                              |  |                                |         |   |      |   |         |  
|Trade accounts receivable, net                                                                            |  |                                | 2,716   |   |      |   | (1,947  | )
|Inventories, net                                                                                          |  |                                | 73      |   |      |   | (111    | )
|Prepaid expenses and other current assets                                                                 |  |                                | 605     |   |      |   | 635     |  
|Other assets                                                                                              |  |                                | 130     |   |      |   | 100     |  
|Accounts payable                                                                                          |  |                                | 77      |   |      |   | (668    | )
|Accrued expenses and other liabilities                                                                    |  |                                | (506    | ) |      |   | (88     | )
|Accrued restructuring and acquisition costs                                                               |  |                                | (2,917  | ) |      |   | (1,137  | )
|Deferred revenues                                                                                         |  |                                | (1,376  | ) |      |   | 683     |  
|                                                                                                          |  |                                |         |   |      |   |         |  
|Net cash used in operating activities                                                                     |  |                                | (5,635  | ) |      |   | (2,857  | )
|                                                                                                          |  |                               
|Investing activities:                                                                                     |  |                                |         |   |      |   |         |  
|Purchases of property and equipment                                                                       |  |                                | (1,540  | ) |      |   | (1,401  | )
|Proceeds from maturities of marketable securities                                                         |  |                                | 101,852 |   |      |   | 33,030  |  
|Proceeds from sales of marketable securities                                                              |  |                                | 1,819   |   |      |   |        |  
|Purchases of marketable securities                                                                        |  |                                | (99,905 | ) |      |   | (32,272 | )
|                                                                                                          |  |                                |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                                                       |  |                                | 2,226   |   |      |   | (643    | )
|                                                                                                          |  |                               
|Financing activities:                                                                                     |  |                                |         |   |      |   |         |  
|Proceeds from stock option exercises and issuances of common stock under the employee stock purchase plan |  |                                | 1,250   |   |      |   | 2,576   |  
|                                                                                                          |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                                                 |  |                                | 1,250   |   |      |   | 2,576   |  
|                                                                                                          |  |                                |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                                                 |  |                                | (2,159  | ) |      |   | (924    | )
|Cash and cash equivalents at beginning of period                                                          |  |                                | 8,890   |   |      |   | 3,899   |  
|                                                                                                          |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                                |  | $                              | 6,731   |   |      | $ | 2,975   |  
|                                                                                                          |  |                                |         |   |      |   |         |  



See accompanying notes.



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##### Table of Contents

WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION



Description of Business



WatchGuard Technologies, Inc. (WatchGuard) is a leading provider of Internet
security solutions designed to protect small-to medium-sized enterprises (or SMEs) that use the Internet for electronic commerce and secure communications.



Interim Financial Information



The accompanying consolidated unaudited financial statements of WatchGuard, which include the December 31, 2003 balance sheet that was derived from
audited consolidated financial statements, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited financial statements include all adjustments, consisting of normal
recurring accruals, necessary for a fair presentation. Operating results for the three-month and nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for future quarters or for the year
ending December 31, 2004. The financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2003 included in WatchGuards annual report on Form 10-K, filed with the Securities
and Exchange Commission (SEC) on March 15, 2004.



NOTE 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES



Revenue Recognition



WatchGuard generates revenues through sales of its
Firebox products, including licenses and subscriptions for related software options and services, and subscriptions for its LiveSecurity Service, which includes access to technical support, software updates (if and when available), early-warning
vulnerability alerts and expert instruction and training. Software license revenues are generated from licensing the rights to use WatchGuards products directly to end-users, from sublicense fees from resellers and distributors and from sales
of its managed security solution products to Internet service providers and other service providers that utilize WatchGuards products to provide managed security services to their customers.



WatchGuard recognizes revenue in accordance with accounting standards for
software companies, including Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, and related interpretations, including Technical Practice Aids and the SEC Topic 13 Revenue Recognition of
the codification of the Staff Accounting Bulletins. Topic 13 summarizes certain of the SECs views in applying generally accepted accounting principles to revenue recognition in financial statements. WatchGuard believes its current revenue
recognition policies and practices are consistent with the current accounting standards.



Revenues from software license agreements are generally recognized upon delivery of software if persuasive evidence of an arrangement exists, collection is probable, the fee is fixed or determinable, and
vendor-specific objective evidence of fair value for undelivered elements of the arrangement has been established. Vendor-specific objective evidence of fair value is typically based on the price charged when an element is sold separately or, if an
element is not sold separately, on the price established by authorized management, if it is probable that the price, once established, will not change before market introduction. WatchGuard uses the residual method, as defined in SOP 98-9, to
allocate revenues to delivered elements once it has established vendor-specific objective evidence of fair value for all undelivered elements. Under the residual method, any discount in the arrangement is allocated to the delivered element.



WatchGuard provides allowances for estimated returns and
return rights and pricing protection rights, which are offered to most customers. WatchGuard also provides allowances for promotional rebates offered to its customers. A customers return rights are generally limited to the lesser of its
on-hand inventory or a percentage of the customers purchases for the previous quarter. Pricing protection rights, offered to many of WatchGuards customers, are generally limited to 60 to 90 days after notification of a price change.
Revenues are reduced by the provision for estimated returns and allowances at the time the sales are made.



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##### Table of Contents

WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



The promotional rebates vary by type and term and are earned by customers in
accordance with various conditions. WatchGuard accounts for promotional rebates given to customers in accordance with the Emerging Issues Task Force (EITF) Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendors Product, which requires that sales incentives given to customers or resellers be accounted for as a reduction of revenue unless a vendor receives a benefit that is identifiable and can be reasonably estimated.
WatchGuard accrues allowances for rebates to the potential maximum amount possible unless there are sufficient historical trends which would indicate a lower rate of accrual is appropriate.



Revenues from some distribution arrangements where the distributor has
unlimited stock returns and rotation rights are not recognized until the distributors sell the products to their customers.



Revenues from LiveSecurity Service subscriptions are recognized ratably over the term of the subscription, typically 90 days to two years.
WatchGuards payment terms typically range from 30 to 60 days.



Principles of Consolidation



The
consolidated financial statements include the accounts of WatchGuard and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.



Net Loss Per Share



Basic and diluted net loss per share is calculated using the average number
of shares of common stock outstanding. Other common stock equivalents, including stock options, are excluded from the computation because their effect is antidilutive.



Comprehensive Loss



WatchGuards investments consist of corporate and government debt securities, are considered available-for-sale, and are stated at fair value,
with unrealized gains and losses included as a component of stockholders equity. During the three- and nine-month periods ended September 30, 2003 and September 30, 2004, there were no material realized gains or losses on securities
available-for-sale. All such investments mature within two years, with the weighted average life of the investment portfolio being approximately one year. The following table sets forth the components of comprehensive loss (in thousands):



|                                      |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------ | -
|                                      |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|                                      |  | 2003                             |        |   | 2004                            |   |        | 2003 |  |   | 2004    |  
|Net loss                              |  | $                                | (7,268 | ) |                                 | $ | (1,204 | )    |  | $ | (11,717 | ) |  | $ | (3,058 | )
|Unrealized gain (loss) on investments |  |                                  | (94    | ) |                                 |   | 120    |      |  |   | (252    | ) |  |   | (127   | )
|                                      |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  
|Comprehensive loss                    |  | $                                | (7,362 | ) |                                 | $ | (1,084 | )    |  | $ | (11,969 | ) |  | $ | (3,185 | )
|                                      |  |                                  |        |   |                                 |   |        |      |  |   |         |   |  |   |        |  



Stock-based
Compensation



WatchGuard has elected to apply the
disclosure-only provisions of Statement of Financial Accounting Standard (SFAS) 123, Accounting for Stock-Based Compensation, as amended by SFAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure.
Accordingly, WatchGuard accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principle Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.
Compensation cost for stock options is measured as the excess, if any, of the fair value of WatchGuards common stock at the date of grant over the stock option exercise price.



Pro Forma Disclosures under SFAS 123



The following pro forma information regarding stock-based compensation has been determined as if WatchGuard had accounted
for its employee stock options and its employee stock purchase plan shares under the fair market value method of SFAS 123. The fair value of the employee stock options was estimated at the date of grant, using a minimum value option pricing model
through the date of WatchGuards initial public offering in July 1999 and using the Black-Scholes pricing model thereafter. The estimated fair value of the options is amortized over their vesting periods using the accelerated method.



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WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



WatchGuards pro forma information is as follows (in thousands, except
per share data):



|                                                                          |  |                                  |         |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                          |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                                                          |  | 2003                             |         |   | 2004                            |   |        | 2003 |  |   | 2004    |  
|Net loss  as reported                                                    |  | $                                | (7,268  | ) |                                 | $ | (1,204 | )    |  | $ | (11,717 | ) |  | $ | (3,058  | )
|Add: stock-based compensation, as reported                                |  |                                  | 26      |   |                                 |   |       |      |  |   | 209     |   |  |   | 18      |  
|Deduct: stock-based compensation determined under fair-value-based method |  |                                  | (3,173  | ) |                                 |   | (3,368 | )    |  |   | (13,463 | ) |  |   | (9,646  | )
|                                                                          |  |                                  |         |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Net loss  pro forma                                                      |  | $                                | (10,415 | ) |                                 | $ | (4,572 | )    |  | $ | (24,971 | ) |  | $ | (12,686 | )
|                                                                          |  |                                  |         |   |                                 |   |        |      |  |   |         |   |  |   |         |  
|Net loss per share  as reported                                          |  | $                                | (0.22   | ) |                                 | $ | (0.04  | )    |  | $ | (0.36   | ) |  | $ | (0.09   | )
|Net loss per share  pro forma                                            |  | $                                | (0.32   | ) |                                 | $ | (0.14  | )    |  | $ | (0.76   | ) |  | $ | (0.38   | )



Goodwill



Pursuant to SFAS 142, we test purchased goodwill for
impairment at least annually. Application of the goodwill impairment test may require judgments, including those inherent in the determination of fair value of the reporting unit in which the goodwill resides and the resulting determination of the
implicit value of the goodwill. Significant judgments required to estimate the fair value include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially
affect the determination of fair value. We are currently in the process of performing our annual impairment analysis and expect to complete our analysis before year-end, and, should an impairment be identified, the corresponding charge will be
recorded in the fourth quarter of 2004, as impairment losses are charged to earnings in the period in which they are identified.



Reclassifications



Certain prior-period items have been reclassified to conform to the current-period presentation.



NOTE 3  BALANCE SHEET ACCOUNT DETAIL



Trade Accounts Receivable, Net



Trade accounts receivable, net consisted of the following (in thousands):



|                                     |  |                   |        |   |                    |   |        |  
|------------------------------------ |  | ----------------- | ------ | - | ------------------ | - | ------ | -
|                                     |  | December 31, 2003 |        |   | September 30, 2004 |  
|Trade accounts receivable            |  | $                 | 9,231  |   |                    | $ | 10,684 |  
|Reserve for returns and allowances   |  |                   | (2,283 | ) |                    |   | (1,729 | )
|Allowance for uncollectible accounts |  |                   | (248   | ) |                    |   | (308   | )
|                                     |  |                   |        |   |                    |   |        |  
|                                     |  | $                 | 6,700  |   |                    | $ | 8,647  |  
|                                     |  |                   |        |   |                    |   |        |  



Inventories, Net



Inventories, net consisted of the following (in
thousands):



|                    |  |                   |        |   |                    |   |        |  
|------------------- |  | ----------------- | ------ | - | ------------------ | - | ------ | -
|                    |  | December 31, 2003 |        |   | September 30, 2004 |  
|Finished goods      |  | $                 | 2,638  |   |                    | $ | 3,234  |  
|Components          |  |                   | 1,868  |   |                    |   | 1,385  |  
|                    |  |                   |        |   |                    |   |        |  
|                    |  |                   | 4,506  |   |                    |   | 4,619  |  
|Inventory allowance |  |                   | (1,438 | ) |                    |   | (1,440 | )
|                    |  |                   |        |   |                    |   |        |  
|                    |  | $                 | 3,068  |   |                    | $ | 3,179  |  
|                    |  |                   |        |   |                    |   |        |  



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WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



Accrued Expenses and Other Liabilities



Accrued expenses consisted of the following (in thousands):



|                                    |  |                   |       |                    |   |      
|----------------------------------- |  | ----------------- | ----- | ------------------ | - | -----
|                                    |  | December 31, 2003 |       | September 30, 2004
|Accrued payroll-related liabilities |  | $                 | 2,225 |                    | $ | 2,248
|Other accrued liabilities           |  |                   | 4,594 |                    |   | 4,483
|                                    |  |                   |       |                    |   |      
|                                    |  | $                 | 6,819 |                    | $ | 6,731
|                                    |  |                   |       |                    |   |      



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WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 4  GUARANTEES



WatchGuards operating lease for its corporate headquarters includes a
collateral restriction that requires WatchGuard to maintain an irrevocable standby letter of credit issued to WatchGuards landlord and secured by restricted cash. At December 31, 2003 and at September 30, 2004, WatchGuards restricted
cash balance was $3 million in conjunction with this facilities lease.



WatchGuards hardware products carry a one-year warranty from the delivery date that includes factory repair services or replacement products as needed. WatchGuard accrues estimated expenses for warranty obligations at the time that
products are shipped based on historical product repair and replacement information. WatchGuards liability is affected by the warranty terms provided to WatchGuard by the original equipment manufacturers ranging from 16 to 24 months from the
manufacture date. Other factors that affect WatchGuards warranty liability include the number of installed units, historical rates of warranty claims and cost per claim. WatchGuard periodically assesses the adequacy of its recorded warranty
liabilities and adjusts the amounts as necessary.



WatchGuards estimated product warranty liability was $197,000 and $300,000 at December 31, 2003 and at September 30, 2004, respectively.



NOTE 5  BUSINESS RESTRUCTURINGS



During 2001 and 2002, WatchGuard implemented two restructuring plans. The costs of those restructuring plans are accounted for under EITF Issue No. 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity as they pertain to the restructuring plans initiated in 2001 and 2002.



In July 2002, the Financial Accounting Standards Board issued SFAS 146, Accounting for Costs Associated with Exit or
Disposal Activities. This pronouncement nullified EITF Issue No. 94-3, and generally requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred rather than at the date of an
entitys commitment to an exit plan; however, the provisions of SFAS 146 are effective for exit and disposal activities initiated after December 31, 2002, and therefore are not applicable to WatchGuards restructuring plans initiated in
2001 and 2002.



At September 30, 2004, the remaining balance of
the restructuring liabilities, including short-term and long-term portions, was $5.3 million. Additional charges of $400,000 related to those restructuring plans were recorded in the three months ended September 30 2004, due to the revision of
estimated proceeds from the sublease of excess facilities, as the real estate market has remained depressed longer than originally expected.



2001 Restructuring



In the second quarter of 2001, WatchGuard announced a restructuring plan designed to streamline operations and reduce operating costs. All costs related
to this restructuring have been paid or settled, except for accrued amounts related to losses for the lease commitments, net of estimated proceeds from subleases of abandoned facilities, which are expected to be paid through 2010. The accrued
liabilities relating to this restructuring at December 31, 2003 and at September 30, 2004 and activity recorded through September 30, 2004 are as follows (in thousands):



|                                                    |  |                                                 |       |                                          |   |                         |  |   |                                                  |   |  |   |      
|--------------------------------------------------- |  | ----------------------------------------------- | ----- | ---------------------------------------- | - | ----------------------- |  | - | ------------------------------------------------ | - |  | - | -----
|                                                    |  | December 31, 2003 Accrued Restructuring Balance |       | Additional Restructuring Charges in 2004 |   | Amounts Paid or Charged |  |   | September 30, 2004 Accrued Restructuring Balance
|Accrued liabilities related to abandoned facilities |  | $                                               | 1,714 |                                          | $ | 247                     |  | $ | (293                                             | ) |  | $ | 1,668
|                                                    |  |                                                 |       |                                          |   |                         |  |   |                                                  |   |  |   |      



2002
Restructuring



In the second quarter of 2002,
WatchGuard implemented a restructuring plan primarily designed to eliminate redundancies and excess headcount resulting from the acquisition of RapidStream, Inc. in April 2002, which included a reduction in workforce, consolidation of excess
facilities and elimination of technology-related contracts that are no longer required or part of WatchGuards strategy. All costs related to this restructuring have been paid or settled, except for accrued amounts related to losses for the
lease commitments, net of estimated proceeds from subleases of abandoned



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WATCHGUARD TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

facilities, which are expected to be paid through 2010. The accrued liabilities relating to this restructuring at December 31, 2003 and at September 30, 2004, and
activity recorded through September 30, 2004 are as follows (in thousands):



|                                                    |  |                                                 |       |                                          |   |                         |  |   |                                                  |   |  |   |      
|--------------------------------------------------- |  | ----------------------------------------------- | ----- | ---------------------------------------- | - | ----------------------- |  | - | ------------------------------------------------ | - |  | - | -----
|                                                    |  | December 31, 2003 Accrued Restructuring Balance |       | Additional Restructuring Charges in 2004 |   | Amounts Paid or Charged |  |   | September 30, 2004 Accrued Restructuring Balance
|Accrued liabilities related to abandoned facilities |  | $                                               | 4,021 |                                          | $ | 153                     |  | $ | (588                                             | ) |  | $ | 3,586
|                                                    |  |                                                 |       |                                          |   |                         |  |   |                                                  |   |  |   |      



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS



The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of WatchGuards financial condition and results of operations. The discussion should be
read in conjunction with the consolidated financial statements and the notes thereto. References to we, our and us in this quarterly report refer to WatchGuard Technologies, Inc. and our wholly owned subsidiaries.



Forward-Looking Statements



Our disclosure and analysis in this quarterly report on Form 10-Q contain
forward-looking statements, which provide our current expectations or forecasts of future events. Forward-looking statements in this quarterly report include, without limitation:



| |  | information concerning possible or assumed future operating results, trends in financial results and business plans, including those relating to earnings growth and revenue growth;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | statements about our costs and operating expenses relative to our revenues and the expected composition of our revenues;
| | - | ------------------------------------------------------------------------------------------------------------------------



| |  | statements about our future capital requirements and the sufficiency of our cash, cash equivalents, investments and available bank borrowings to meet those requirements;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | information about the anticipated timing of new product releases;
| | - | -----------------------------------------------------------------



| |  | other statements about our plans, objectives, expectations and intentions; and
| | - | ------------------------------------------------------------------------------



| |  | other statements that are not historical facts.
| | - | -----------------------------------------------



Words such as expects, believes, anticipates, intends, will, shall and similar
words may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking
statements for many reasons, including the factors described in the section entitled Important Factors That May Affect Our Business, Our Operating Results and Our Stock Price in this quarterly report. Other factors besides those
described in this quarterly report could also affect actual results. You should carefully consider the factors described in the section entitled Important Factors That May Affect Our Business, Our Operating Results and Our Stock Price in
evaluating our forward-looking statements.



You should not
unduly rely on these forward-looking statements, which speak only as of the date of this quarterly report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this
quarterly report, or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission, or SEC.



Overview



WatchGuard is a leading provider of Internet security solutions designed to protect small- to medium-sized enterprises, or
SMEs, that use the Internet for electronic commerce and secure communications.



Our products and services include our integrated, expandable Firebox security solutions that offer firewall protection and intrusion prevention technology for access control, virtual private networking for secure
communications, content and spam filtering, anti-virus protection and vulnerability assessment services. Our innovative subscription-based LiveSecurity Service provides our customers with access to expert guidance and support so they can protect
their data and communications in a continuously changing environment.



Our market spans the SME market, from smaller-sized companies for which ease-of-use is a primary requirement, to medium-sized companies, including those with high-speed connections supporting virtual private networks, or VPNs, between the
corporate headquarters and geographically dispersed branch offices, for which performance, scalability and networking features are key requirements. Our security solutions also give enterprises a security management choice. An



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enterprise can manage its own Internet security with our product offerings or outsource its security management to an
Internet service provider, or ISP, or other managed service provider implementing our managed security solutions.



We sell our Internet security solutions indirectly to end-users through a network that includes thousands of distributors and resellers and we have
customers located in over 125 countries. We also sell directly and indirectly to a number of service providers that implement our managed security solution.



Since January 2003, we have continued to invest heavily in the development of our products as follows:



| |  | In March 2003, we introduced the Firebox S6 and Firebox S6tcVPN firewall and VPN network security appliances for small businesses, remote offices and telecommuters, which were fully
localized for the Japanese market.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In March 2003, we introduced the Firebox V60L, an addition to our line of Firebox Vclass security appliances. The new product is designed to provide mid-size enterprises with
firewall/VPN performance and scalability superior to other solutions in the same price range.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In March 2003, we introduced the Firebox 500, an addition to our Firebox III family of sophisticated, easy-to-manage security solutions for SMEs. The new product is a hardened
firewall appliance for small businesses requiring perimeter security, mobile user VPN support and Web content control.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In March 2003, we introduced the Firebox V200, which extends our line of high-performance Firebox Vclass security solutions. The new product is designed to eliminate the need for
multiple appliances in environments requiring multi-gigabit throughput, thereby providing a cost-effective, easy-to-implement solution for distributed enterprises and service providers.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In June 2003, we introduced the SOHO 6 Wireless product line, designed to provide a complete, robust wireless and scalable wired security solution in a single firewall/VPN appliance
for small businesses, remote offices and telecommuters.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In September 2003, we introduced our AuditScan network vulnerability assessment service, as an option to WatchGuard customers, available beginning in the fourth quarter of 2003
through the LiveSecurity Service subscription. AuditScan service has been developed in partnership with Qualys, Inc., a leading Web service provider of network security audits and vulnerability management, and is designed to enable organizations to
perform independent network security audits quickly, easily and cost effectively.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In February 2004, we introduced our Firebox X line of integrated, expandable security appliances for SMEs, combining firewall, VPN, application layer security, intrusion prevention
functionality, spam blocking, Web filtering and authentication in a single appliance designed to enable customers to upgrade the appliance to any higher model in the same line or to add ports just by applying a software license key.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In August 2004, we extended the Firebox X family of integrated, upgradeable security appliances to address the needs of remote offices, telecommuters and small businesses with the
launch of the Firebox X Edge line, designed to provide commercial-class security at the furthest points of the network at an affordable price point.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies



Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our consolidated financial statements, including those related to:



| |  | revenue recognition, including sales returns and allowances;
| | - | ------------------------------------------------------------



| |  | provision for doubtful accounts;
| | - | --------------------------------



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| |  | inventory reserves;
| | - | -------------------



| |  | restructuring reserves; and
| | - | ---------------------------



| |  | analysis for impairment of goodwill and intangible assets.
| | - | ----------------------------------------------------------



We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates if our assumptions change or if actual circumstances
differ from those in our assumptions.



We believe the following
critical accounting policies affect the more significant judgments and estimates used in preparing our consolidated financial statements.



Revenue Recognition



Revenue recognition rules for software companies are very complex. Although we follow very specific and detailed guidelines in measuring revenue, certain
judgments affect the application of our revenue policy. The complexity of the revenue recognition rules and estimates inherent in the revenue recognition process makes revenue results difficult to predict, and any shortfall in revenues or delay in
recognizing revenues could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses.



We generate revenues through:



| |  | sales of products and service subscriptions indirectly through our distribution network at a discount from list price;
| | - | ----------------------------------------------------------------------------------------------------------------------



| |  | sales of products and service subscriptions to our service provider customers at volume pricing rates; and
| | - | ----------------------------------------------------------------------------------------------------------



| |  | sales of service subscription renewals and products directly to end-users.
| | - | --------------------------------------------------------------------------



Product revenues, net of sales returns, allowances and promotions, include:



| |  | sales of our Firebox products, bundling our security appliances and perpetual software license fees as part of our security solution;
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| |  | revenues from license sales of software options, such as user expansion and software management modules; and
| | - | ------------------------------------------------------------------------------------------------------------



| |  | revenues from sales of our network operations center security suite software license as part of our managed security solution.
| | - | ------------------------------------------------------------------------------------------------------------------------------



Revenues from products are generally recognized upon delivery if persuasive
evidence of an arrangement exists, collection is probable, the fee is fixed or determinable, and vendor-specific objective evidence of fair value for undelivered elements of the arrangement has been established. While we generally recognize product
revenues upon shipment, revenues from some distribution arrangements where the distributor has unlimited stock returns and rotation rights are not recognized until the distributors sell the products to their customers.



Service revenues primarily include the initial fees for our LiveSecurity
Service subscriptions, which have periods ranging from 90 days to one year and are sold as part of our security solutions, and for LiveSecurity Service subscription renewals, which have periods ranging from nine months to two years, from our
enterprise customers and end-users. These service fees provide our customers access to our LiveSecurity Service for product updates, security threat responses, general security information and technical support. These service fees also enable our
service provider customers access to the LiveSecurity Service and the ability to manage and update a specific number of their customers security appliances. Service subscription revenues are recognized ratably on a monthly basis over the
subscription period.



When service fees are bundled with the
sales of our products in multiple element arrangements, the elements of those arrangements are unbundled using our objective evidence of the fair value of the undelivered elements represented by our customary pricing for each element when sold in
separate transactions. Since customers receive the services over a period of time, WatchGuard determines the fair value of the service portion of the arrangement as an undelivered element, based on the renewal price of the service. Changes in the
composition of such multiple-element arrangements, our ability to identify the existence of the vendor-specific objective evidence for the elements in the arrangement or our ability to estimate the fair value of elements in the arrangement could
materially impact the amount of earned and unearned revenue.



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We have established allowances for estimated returns and pricing protection rights. We have also
established an allowance for promotional rebates that may be earned by our customers. We estimate these allowances and adjust them periodically based on historical rates of returns and allowances, as well as the expected effect of current
promotional programs and new product introductions. We estimate the allowance for promotional rebates based on the maximum amounts potentially available to the customers, unless we have accumulated sufficient historical evidence for individual
customers with respect to their realization of rebates. If new or expanded promotional programs are introduced, or new products are announced, additional allowances will be required. Alternatively, if actual promotional rebates fall below maximum
exposure levels, we will reduce the allowances and recognize additional revenue.



Provision for Doubtful Accounts



We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Significant judgment is required when we assess the ultimate realization of
receivables, including the probability of collection and the creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances
might be required, which could have an adverse effect on our results of operations.



Inventory Valuation



Our inventories are stated at the lower of cost or market, with cost being determined on a first-in, first-out basis. We write our inventories down to estimated market value by providing inventory allowances based on assumptions about
future demand and market conditions. The introduction of new products that replace existing products, technological advances, and variation in market trends or customer preferences could, however, significantly affect these estimates and result in
additional inventory allowances, which could have an adverse effect on our results of operations.



Restructuring



During 2001 and 2002 we implemented two restructuring plans and recorded significant accruals related to those restructuring plans. These accruals
included estimates related to the abandonment of excess facilities. We have later adjusted, as required, the restructuring accruals due to continued poor real estate market conditions in the areas where these excess facilities are located. The
actual costs related to the restructuring may differ from our estimate if it takes us longer than expected to find suitable tenants for excess facilities or if there are further changes in the real estate market in those areas where excess
facilities are located. Any additional adjustments resulting from these factors could have a material effect on our financial condition and operating results.



Accounting for Goodwill and Other Intangible Long-Lived Assets



Our business acquisitions have resulted in, and future acquisitions typically will result in, the recording of goodwill,
which represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed, including capitalized technology and other definite-lived intangible assets.



Pursuant to SFAS 142, we test purchased goodwill for impairment at least
annually. Application of the goodwill impairment test may require judgments, including those inherent in the determination of fair value of the reporting unit in which the goodwill resides and the resulting determination of the implicit value of the
goodwill. Significant judgments required to estimate the fair value include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the
determination of fair value. We are currently in the process of performing our annual impairment analysis and expect to complete our analysis before year-end. Because our market capitalization has dropped below our book value at various points in
time since the beginning of the fourth quarter, we may be required to conduct a more detailed impairment analysis than in prior years. Should an impairment be identified, the corresponding charge will be recorded in the fourth quarter of 2004, as
impairment losses are charged to earnings in the period in which they are identified.



Separable intangible assets that do not have indefinite lives are amortized over their useful lives typically ranging between three and five years. In accordance with SFAS 144, these assets are also periodically
reviewed for the existence of facts and circumstances, both internal and external, which may suggest potential impairment. The determination of whether these intangible assets are impaired involves significant judgments based on short- and long-term
projections of future performance. Certain of these forecasts reflect assumptions regarding our ability to continue to develop and ultimately to commercialize the products based on these intangible assets, as well as our projections of future cash
flows from these products. Changes in strategy and/or market conditions may result in an impairment charge to our operating expenses, which could have an adverse effect on our results of operations.



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##### Table of Contents

Results of Operations



The
following table provides financial data for the periods indicated as a percentage of total revenues:



|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|------------------------------------------------ |  | ------------------------------- | -- |  | ------------------------------ | -- |  | ----- | -- |  | ----- | --
|                                                 |  | Three Months EndedSeptember 30, |    |  | Nine Months EndedSeptember 30, |   
|                                                 |  | 2003                            |    |  | 2004                           |    |  | 2003  |    |  | 2004  |   
|Revenues:                                        |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Product                                          |  | 64.8                            | %  |  | 66.5                           | %  |  | 65.8  | %  |  | 68.7  | % 
|Service                                          |  | 35.2                            |    |  | 33.5                           |    |  | 34.2  |    |  | 31.3  |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Total revenues                                   |  | 100.0                           |    |  | 100.0                          |    |  | 100.0 |    |  | 100.0 |   
|Cost of revenues:                                |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Product                                          |  | 31.4                            |    |  | 30.0                           |    |  | 28.0  |    |  | 29.4  |   
|Service                                          |  | 9.2                             |    |  | 6.5                            |    |  | 7.8   |    |  | 6.3   |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Total cost of revenues                           |  | 40.6                            |    |  | 36.5                           |    |  | 35.8  |    |  | 35.7  |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Gross margin                                     |  | 59.4                            |    |  | 63.5                           |    |  | 64.2  |    |  | 64.3  |   
|Operating expenses:                              |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Sales and marketing                              |  | 39.2                            |    |  | 36.4                           |    |  | 40.0  |    |  | 37.2  |   
|Research and development                         |  | 28.7                            |    |  | 20.7                           |    |  | 26.3  |    |  | 20.8  |   
|General and administrative                       |  | 10.4                            |    |  | 9.7                            |    |  | 9.7   |    |  | 9.7   |   
|Stock-based compensation                         |  | 0.1                             |    |  | 0.0                            |    |  | 0.3   |    |  | 0.0   |   
|Amortization of other intangible assets acquired |  | 3.0                             |    |  | 1.1                            |    |  | 2.7   |    |  | 1.1   |   
|Impairment of other intangible assets acquired   |  | 17.7                            |    |  |                               |    |  | 5.5   |    |  |      |   
|Restructuring charges                            |  |                                |    |  | 1.9                            |    |  |       |    |  | 0.6   |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Total operating expenses                         |  | 99.1                            |    |  | 69.8                           |    |  | 84.5  |    |  | 69.4  |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Operating loss                                   |  | (39.7                           | )  |  | (6.3                           | )  |  | (20.3 | )  |  | (5.1  | ) 
|Interest income, net:                            |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Interest income                                  |  | 1.5                             |    |  | 1.5                            |    |  | 1.6   |    |  | 1.4   |   
|Interest expense                                 |  | (0.8                            | )  |  | (0.8                           | )  |  | (0.7  | )  |  | (0.8  | ) 
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Total interest income, net                       |  | 0.7                             |    |  | 0.7                            |    |  | 0.9   |    |  | 0.6   |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Loss before income taxes                         |  | (39.0                           | )  |  | (5.6                           | )  |  | (19.4 | )  |  | (4.5  | ) 
|Provision for income taxes                       |  | 0.1                             |    |  | 0.1                            |    |  | 0.0   |    |  | 0.1   |   
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   
|Net loss                                         |  | (39.1                           | )% |  | (5.7                           | )% |  | (19.4 | )% |  | (4.6  | )%
|                                                 |  |                                 |    |  |                                |    |  |       |    |  |       |   



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##### Table of Contents

Revenues



|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|---------------------------------- |  | -------------------------------- | ------ | - | ---------------- | - | ------ | ------------------------------- | ---- | ---- | --------------------------- | ---- | - | ------ | - |  | - | ------ | - |  | ---- | --
|                                   |  | Three Months Ended September 30, |        |   | Percent Increase |   |        | Nine Months Ended September 30, |      |      | Percent Increase (Decrease) |     
|                                   |  | 2003                             |        |   | 2004             |   |        |                                 | 2003 |      |                             | 2004 |   |       
|Revenues (in thousands):           |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|Product                            |  | $                                | 12,048 |   |                  | $ | 14,147 |                                 |      | 17.4 | %                           |      | $ | 39,759 |   |  | $ | 45,215 |   |  | 13.7 | % 
|Service                            |  |                                  | 6,554  |   |                  |   | 7,136  |                                 |      | 8.9  | %                           |      |   | 20,672 |   |  |   | 20,565 |   |  | (0.5 | )%
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|Total                              |  | $                                | 18,602 |   |                  | $ | 21,283 |                                 |      | 14.4 | %                           |      | $ | 60,431 |   |  | $ | 65,780 |   |  | 8.9  | % 
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|Revenues (as % of total revenues): |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|Product                            |  |                                  | 64.8   | % |                  |   | 66.5   | %                               |      |      |                             |      |   | 65.8   | % |  |   | 68.7   | % |  |      |   
|Service                            |  |                                  | 35.2   | % |                  |   | 33.5   | %                               |      |      |                             |      |   | 34.2   | % |  |   | 31.3   | % |  |      |   
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   
|Total                              |  |                                  | 100.0  | % |                  |   | 100.0  | %                               |      |      |                             |      |   | 100.0  | % |  |   | 100.0  | % |  |      |   
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                             |      |   |        |   |  |   |        |   |  |      |   



We categorize our
revenues into three geographic regions: the Americas, Europe/Middle East/Africa, or EMEA, and Asia Pacific, or APAC. Revenue information by geographic region, in dollars and as a percentage of total revenues, was as follows:



|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|---------------------------------- |  | -------------------------------- | ------ | - | ---------------- | - | ------ | ------------------------------- | ---- | ---- | ---------------- | ---- | - | ------ | - |  | - | ------ | - |  | ---- | -
|                                   |  | Three Months Ended September 30, |        |   | Percent Increase |   |        | Nine Months Ended September 30, |      |      | Percent Increase |     
|                                   |  | 2003                             |        |   | 2004             |   |        |                                 | 2003 |      |                  | 2004 |   |       
|Revenues (in thousands):           |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|Americas                           |  | $                                | 9,818  |   |                  | $ | 10,368 |                                 |      | 5.6  | %                |      | $ | 30,058 |   |  | $ | 32,558 |   |  | 8.3  | %
|EMEA                               |  |                                  | 6,394  |   |                  |   | 8,195  |                                 |      | 28.2 | %                |      |   | 22,005 |   |  |   | 24,329 |   |  | 10.6 | %
|APAC                               |  |                                  | 2,390  |   |                  |   | 2,720  |                                 |      | 13.8 | %                |      |   | 8,368  |   |  |   | 8,893  |   |  | 6.3  | %
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|Total                              |  | $                                | 18,602 |   |                  | $ | 21,283 |                                 |      | 14.4 | %                |      | $ | 60,431 |   |  | $ | 65,780 |   |  | 8.9  | %
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|Revenues (as % of total revenues): |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|Americas                           |  |                                  | 52.8   | % |                  |   | 48.7   | %                               |      |      |                  |      |   | 49.7   | % |  |   | 49.5   | % |  |      |  
|EMEA                               |  |                                  | 34.4   | % |                  |   | 38.5   | %                               |      |      |                  |      |   | 36.4   | % |  |   | 37.0   | % |  |      |  
|APAC                               |  |                                  | 12.8   | % |                  |   | 12.8   | %                               |      |      |                  |      |   | 13.9   | % |  |   | 13.5   | % |  |      |  
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  
|Total                              |  |                                  | 100.0  | % |                  |   | 100.0  | %                               |      |      |                  |      |   | 100.0  | % |  |   | 100.0  | % |  |      |  
|                                   |  |                                  |        |   |                  |   |        |                                 |      |      |                  |      |   |        |   |  |   |        |   |  |      |  



The dollar and
percentage increase in product revenues for both the three and nine months ended September 30, 2004, as compared to the corresponding periods of 2003, was primarily due to an increase in unit shipments. The largest impact on revenues was caused by
the increase in shipments in the Firebox product line. This increase is primarily related to the introduction of Firebox X products in February 2004. The net increase in shipments for the total Firebox line included a decrease in shipments of
Firebox III products, as these products are being replaced by comparable new Firebox X products.



The increase in product revenues for both three and nine months periods ended September 30, 2004 was also due to the introduction of our new Firebox X
Edge product line in August of 2004. The increase in revenues from sales of small business appliances due to the EDGE introduction in August of 2004 was partially offset by the declines in shipments and increased discounts in the SOHO product line
in three months ended September 30, 2004 as compared to the same period of 2003. SOHO shipments for the nine months ended September 30, 2004 increased as compared to same period of 2003, larger discounts on this product in 2004, however, resulted in
lower SOHO revenues.



From a regional standpoint, in the three
and nine months ended September 30, 2004, as compared to the corresponding periods of 2003, revenues increased for both the Americas market and the international markets. Revenues from EMEA region increased at a higher rate than revenues for
Americas and APAC markets for both the three and nine months ended September 30, 2004 as compared to the corresponding periods of 2003.



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Given the continuing economic and geopolitical uncertainty and constrained corporate information
technology spending, it is difficult to predict revenue levels in future quarters, which may decline or fluctuate more than they have historically.



We recognize revenue from a majority of our channel customers when we sell product to them (the sell-in method) rather than when they in turn
sell the product to their end customers (the sell-through method). As a result of new initiatives that are currently being developed we plan to convert certain of our channel customers in North America and Europe from a sell-in method of
revenue recognition to a sell-through method of revenue recognition in the first quarter of 2005. We believe this will give us the flexibility in the market place to be more responsive, effective and efficient with our channel partners. When
converting a channel customer from a sell-in to sell-through method of revenue recognition, revenue can no longer be recognized for product sold to the channel customer and revenue from products already in that channel customers inventory (and
for which revenue was already recognized by WatchGuard) may not be recognized. No revenue can therefore be recognized from a converted channel customer until the inventory existing at the time of the conversion is sold through to end customers.
Based on current channel inventory levels, we expect that this conversion will have a $2 million to $4 million adverse effect on our revenues reported for the quarter or quarters in which we convert these channel customers. If channel inventory
levels are higher at the time of the conversion, or we decide to convert additional channel customers, the negative effect on that quarter, or any subsequent quarter in which we convert a channel customer, could be greater than expected. In
addition, to recognize revenue on a sell-through basis from a channel customer, we will need to establish that we can obtain adequate reporting on inventory levels from that channel customer to determine how much of our product has been sold to the
end customers of that channel customer. If we are unable to obtain such reporting, our ability to recognize revenue from such channel customers could be materially adversely affected and our financial results could be harmed.



For the three months ended September 30, 2004, as compared to the same period
of 2003, service revenues increased in absolute dollars. For the nine months ended September 30, 2004, as compared to the same period of 2003, service revenues declined in absolute dollars. For both the three and nine month periods ended September
30, 2004, as compared to the corresponding periods of 2003, service revenues declined as a percentage of total revenues.



The increase in service revenues for the three months ended September 30, 2004, as compared to the same period of 2003, is due to a greater number of live
security renewals, and an increase in product volumes, in the comparable preceding quarters.



The decrease in service revenues for the nine months ended September 30, 2004, as compared to the same period of 2003, is primarily due to $600,000 of service revenues in the first quarter of 2003 generated from
LiveSecurity services that were provided through certain managed security customers to their end-users in prior periods, but were identified by WatchGuard through a license compliance initiative as being previously unreported. The decline in service
revenues as a percentage of total revenues is partially attributable to a reduction of LiveSecurity Service subscription prices for certain products that were implemented in the last quarter of 2003 in response to the competitive market environment.



Service revenues recognized from initial service subscription
fees are generally related to product shipments in preceding quarters, while revenues recognized from service renewals depend on the existing customer base. A decline in product shipments will result in lower initial LiveSecurity Service
subscriptions bundled with the products, while an increase in our installed customer base, even from declining product shipments, will increase the number of customers with the opportunity to renew their LiveSecurity Service subscriptions. As a
result, it is difficult to predict future service revenue levels.



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##### Table of Contents

Cost of Revenues and Gross Margin



|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|----------------------------------------------------- |  | -------------------------------- | ------ | - | --------------------------- | - | ------ | ------------------------------- | ---- | ----- | --------------------------- | ---- | - | ------ | - |  | - | ------ | - |  | ----- | --
|                                                      |  | Three Months Ended September 30, |        |   | Percent Increase (Decrease) |   |        | Nine Months Ended September 30, |      |       | Percent Increase (Decrease) |     
|                                                      |  | 2003                             |        |   | 2004                        |   |        |                                 | 2003 |       |                             | 2004 |   |       
|Cost of revenues (in thousands):                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Product                                               |  | $                                | 5,848  |   |                             | $ | 6,379  |                                 |      | 9.1   | %                           |      | $ | 16,889 |   |  | $ | 19,342 |   |  | 14.5  | % 
|Service                                               |  |                                  | 1,707  |   |                             |   | 1,390  |                                 |      | (18.6 | )%                          |      |   | 4,738  |   |  |   | 4,165  |   |  | (12.1 | )%
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Total                                                 |  | $                                | 7,555  |   |                             | $ | 7,769  |                                 |      | 2.8   | %                           |      | $ | 21,627 |   |  | $ | 23,507 |   |  | 8.7   | % 
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Cost of revenues (as % of total revenues):            |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Product                                               |  |                                  | 31.4   | % |                             |   | 30.0   | %                               |      |       |                             |      |   | 28.0   | % |  |   | 29.4   | % |  |       |   
|Service                                               |  |                                  | 9.2    | % |                             |   | 6.5    | %                               |      |       |                             |      |   | 7.8    | % |  |   | 6.3    | % |  |       |   
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Total                                                 |  |                                  | 40.6   | % |                             |   | 36.5   | %                               |      |       |                             |      |   | 35.8   | % |  |   | 35.7   | % |  |       |   
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Cost of revenues (as % of related revenue component): |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Product (as % of product revenues)                    |  |                                  | 48.5   | % |                             |   | 45.1   | %                               |      |       |                             |      |   | 42.5   | % |  |   | 42.8   | % |  |       |   
|Service (as % of service revenues)                    |  |                                  | 26.0   | % |                             |   | 19.5   | %                               |      |       |                             |      |   | 22.9   | % |  |   | 20.3   | % |  |       |   
|                                                      |  |                                  |        |   |                             |  
|Gross margin (in thousands):                          |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Product                                               |  | $                                | 6,200  |   |                             | $ | 7,768  |                                 |      | 25.3  | %                           |      | $ | 22,870 |   |  | $ | 25,873 |   |  | 13.1  | % 
|Service                                               |  |                                  | 4,847  |   |                             |   | 5,746  |                                 |      | 18.5  | %                           |      |   | 15,934 |   |  |   | 16,400 |   |  | 2.9   | % 
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Total                                                 |  | $                                | 11,047 |   |                             | $ | 13,514 |                                 |      | 22.3  | %                           |      | $ | 38,804 |   |  | $ | 42,273 |   |  | 8.9   | % 
|                                                      |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Gross margin (as % of related revenue component):     |  |                                  |        |   |                             |   |        |                                 |      |       |                             |      |   |        |   |  |   |        |   |  |       |   
|Product (as % of product revenues)                    |  |                                  | 51.5   | % |                             |   | 54.9   | %                               |      |       |                             |      |   | 57.5   | % |  |   | 57.2   | % |  |       |   
|Service (as % of service revenues)                    |  |                                  | 74.0   | % |                             |   | 80.5   | %                               |      |       |                             |      |   | 77.1   | % |  |   | 79.7   | % |  |       |   
|Total (as % of total revenues)                        |  |                                  | 59.4   | % |                             |   | 63.5   | %                               |      |       |                             |      |   | 64.2   | % |  |   | 64.2   | % |  |       |   



Gross margins are
impacted by various factors, including the volume discount level offered to our customers, the cost of our hardware appliances, including components and labor, costs of excess and obsolete inventory, lower of cost or market assessment of inventory
carrying value, fixed manufacturing overhead, the mix of product and services sales, which include hardware and software products and service subscriptions, the cost of royalties associated with our products, promotional programs, and the cost of
our technical support organization and LiveSecurity Service.



Cost of product revenues includes the cost of manufacturing our security appliances, distribution operations, product packaging, third-party product licensing fees and provisions for inventory reserves and warranty.



The dollar increase in cost of product revenues for the three months ended
September 30, 2004, as compared to the same period of 2003, resulted primarily from the increase in unit volumes. Costs increased particularly due to larger unit volumes for Firebox product lines, as a result of the Firebox X introduction in
February of 2004 and due to the increase in volume of small business appliances, due to the introduction of the Firebox X EDGE product line in August of 2004.



Those increases were partially offset by a reduction in costs of excess and obsolete inventory. In the third quarter of 2003, we recorded an additional
provision for inventory reserves for certain of our products and related components, including our RapidStream Secured by Check Point brand product based on the technology obtained in our April 2002 acquisition of RapidStream. Our
increased focus on our core market of small- to medium-size enterprises, resulting in a



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curtailment of further marketing and development of this brand, combined with its historically poor sales performance,
led management to reduced future sales projections for this brand in the second and, additionally, in the third quarter of 2003.



Gross product margins in absolute dollars and as a percentage of product revenues for the three months ended September 30, 2004, as compared to the same
period of 2003, were positively affected by volume growth and a reduction in costs of excess and obsolete inventory. The costs of obsolete and excess inventory, combined with losses on noncancelable purchase commitments in excess of projected
demand, decreased by $320,000 for the three month ended September 30, 2004, as compared to the same period of 2003. Had those costs been excluded from the calculation of product margins, the product margins as a percentage of product revenues would
have remained stable at 59.1% for the three months ended September 30, 2003 and for the three month ended September 30, 2004.



The dollar increase in cost of product revenues for the nine months ended September 30, 2004, as compared to the same period of 2003, resulted from



| |  | increased volume for all major product lines;
| | - | ---------------------------------------------



| |  | increased manufacturing costs due to selected stock upgrades and refurbishing; and
| | - | ----------------------------------------------------------------------------------



| |  | increased costs of distribution operations.
| | - | -------------------------------------------



As discussed above, due to additional costs of excess and obsolete inventory, combined with losses in purchase commitments, recorded during 2003, the cost
increases in the nine months ended September 30, 2004, as compared to the same period of 2003 were partially offset by the reduction in inventory reserves of $700,000.



Gross product margins in absolute dollars for the nine months ended September 30, 2004, as compared to the same period of
2003, were positively affected by the unit volume growth; however percentage product margins declined as a result of continued competitive pricing pressure and manufacturing cost increases.



Cost of service revenues includes the costs of our technical support
organization and costs associated with our LiveSecurity Service.



Cost of service revenues declined in absolute dollars and as a percentage of related revenues for the three and nine months ended September 30, 2004, as compared to the corresponding periods of 2003, resulting in a corresponding increase in
service gross margins as a percentage of related revenues. The dollar decrease in service costs is the result of cost savings achieved after transitioning first-level customer support services to a lower-cost third-party provider in the fourth
quarter of 2003.



Service gross margins declined in absolute
dollars for the nine months ended September 30, 2004, as compared to the same period of 2003, despite the percentage margin improvement. This decline in dollar service margin is primarily attributable to $600,000 of service revenue that was
recognized in the first quarter of 2003, without significant additional costs, from our license compliance initiative, discussed above in conjunction with service revenues.



Forecasting future gross margins is difficult, as our gross margins could be adversely affected in the future by heightened
sales price competition, increased material costs, key component shortages and excess and obsolete inventory charges. Our margins could also be negatively affected by continued economic uncertainty, which could result in downward pressure on the
prices of technology-based products.



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##### Table of Contents

Operating Expenses



Sales and Marketing



|                                                      |  |                                 |       |   |                     |   |       |                                |      |     |                     |      |   |        |   |  |   |        |   |  |     |  
|----------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------- | - | ----- | ------------------------------ | ---- | --- | ------------------- | ---- | - | ------ | - |  | - | ------ | - |  | --- | -
|                                                      |  | Three Months EndedSeptember 30, |       |   | Percentage Increase |   |       | Nine Months EndedSeptember 30, |      |     | Percentage Increase |     
|                                                      |  | 2003                            |       |   | 2004                |   |       |                                | 2003 |     |                     | 2004 |   |       
|Sales and marketing expenses (in thousands)           |  | $                               | 7,285 |   |                     | $ | 7,740 |                                |      | 6.2 | %                   |      | $ | 24,162 |   |  | $ | 24,435 |   |  | 1.1 | %
|Sales and marketing expenses (as % of total revenues) |  |                                 | 39.2  | % |                     |   | 36.4  | %                              |      |     |                     |      |   | 40.0   | % |  |   | 37.2   | % |  |     |  



Sales and marketing
expenses include salaries, commissions and employee-related expenses and certain variable marketing expenses, including distributor promotional costs, public relations costs, marketing collateral, trade shows, advertising expenses, direct marketing
and costs of demo units.



The increase in sales and marketing
expenses in absolute dollars for the three months ended September 30, 2004 as compared to the same period of 2003 was primarily related to the increase in variable spending on marketing related activities, especially in the areas of advertising and
marketing development. Those marketing activities were primarily focused on Firebox X and Edge end-user and channel advertising. The increase in costs of marketing activities was partially offset by the decrease in compensation related costs as a
result of headcount reductions. The increase in sales and marketing expenses for the nine months ended September 30, 2004, as compared to the corresponding periods of 2003, was primarily due to the increase in information technology support costs
for marketing and sales departments due to consolidation of our customer-facing applications and databases and their migration onto more scalable and extensible application platforms.



Sales and marketing expenses declined as a percentage of revenue for the three and nine months ended September 30, 2004, as
compared to the corresponding periods of 2003, as we focused on improving the productivity of our sales channels and the efficiency of our marketing campaigns.



Research and Development



|                                                           |  |                                 |       |   |                     |   |       |                                |      |       |                     |      |   |        |   |  |   |        |   |  |       |   
|---------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------- | - | ----- | ------------------------------ | ---- | ----- | ------------------- | ---- | - | ------ | - |  | - | ------ | - |  | ----- | --
|                                                           |  | Three Months EndedSeptember 30, |       |   | Percentage Decrease |   |       | Nine Months EndedSeptember 30, |      |       | Percentage Decrease |     
|                                                           |  | 2003                            |       |   | 2004                |   |       |                                | 2003 |       |                     | 2004 |   |       
|Research and development expenses (in thousands)           |  | $                               | 5,323 |   |                     | $ | 4,403 |                                |      | (17.3 | )%                  |      | $ | 15,879 |   |  | $ | 13,650 |   |  | (14.0 | )%
|Research and development expenses (as % of total revenues) |  |                                 | 28.7  | % |                     |   | 20.7  | %                              |      |       |                     |      |   | 26.3   | % |  |   | 20.8   | % |  |       |   



Research and
development expenses include costs associated with the development of new products, enhancements of existing products, product integration efforts and quality assurance activities. These costs consist primarily of employee salaries and benefits,
costs of noncapitalized equipment, software tools, our security appliance prototypes and certification procedures, payments to designers and contractors and depreciation of capital equipment and software.



Research and development expenses decreased in both absolute dollars and as a
percentage of revenues for the three and nine months ended September 30, 2004, as compared to the corresponding periods of 2003, primarily due to the following:



| |  | Outsourced development and certification costs declined by $710,000 for the three months ended September 30, 2004 and by $1.5 million for the nine months ended September 30, 2004,
primarily due to higher costs incurred in those areas in the first nine months of 2003 in connection with the evaluation for certification for the Firebox Vclass product line and in connection with our effort to integrate technology obtained in the
2002 RapidStream acquisition.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Depreciation expenses and costs of information technology in support of research and development declined by $200,000 for the three months ended September 30, 2004 and by $520,000
for the nine months ended September 30, 2004 due primarily to cost containment for research and development capital expenditures in 2002 and 2003 and the expiration of depreciation on earlier purchases.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We intend to continue to fund our research and development efforts in order to meet the changing
requirements of our customers, to provide for continued introduction of new products as technology advances and to enhance and expand our current product offerings. Research and development expense may very significantly quarter over quarter due to
inherent uncertainties in the timing of certain development costs. Significant efforts are currently underway aimed at converging software codes associated with our original software code base and the software networking technology obtained in the
RapidStream acquisition. We expect to continue to invest in key areas aimed at the development of new generations of our products, further extension of our existing product lines and the development of future technologies. For these reasons we
expect research and development expenses to increase significantly in the fourth quarter of 2004 relative to those incurred in the third quarter of 2004.



General and Administrative



|                                                             |  |                                 |       |   |                     |   |       |                                |      |     |                     |      |   |       |   |  |   |       |   |  |     |  
|------------------------------------------------------------ |  | ------------------------------- | ----- | - | ------------------- | - | ----- | ------------------------------ | ---- | --- | ------------------- | ---- | - | ----- | - |  | - | ----- | - |  | --- | -
|                                                             |  | Three Months EndedSeptember 30, |       |   | Percentage Increase |   |       | Nine Months EndedSeptember 30, |      |     | Percentage Increase |     
|                                                             |  | 2003                            |       |   | 2004                |   |       |                                | 2003 |     |                     | 2004 |   |      
|General and administrative expenses (in thousands)           |  | $                               | 1,940 |   |                     | $ | 2,055 |                                |      | 5.9 | %                   |      | $ | 5,890 |   |  | $ | 6,386 |   |  | 8.4 | %
|General and administrative expenses (as % of total revenues) |  |                                 | 10.4  | % |                     |   | 9.7   | %                              |      |     |                     |      |   | 9.7   | % |  |   | 9.7   | % |  |     |  



General and
administrative expenses include costs of executive, human resource, finance and administrative support functions, provisions for uncollectible accounts, costs of legal and accounting professional services, and director and officer insurance.



General and administrative expenses increased in absolute
dollars for the three and nine months ended September 30, 2004, as compared to the corresponding periods of 2003. The dollar increase in general and administrative expenses resulted primarily from an increases of $180,000 for the three months and of
$410,000 for the nine months ended September 30, 2004, as compared to the corresponding periods of 2003, in accounting fees as a result of regulatory and corporate governance requirements pursuant to the Sarbanes-Oxley Act of 2002.



In the future, we expect to continue incurring additional expenses in
connection with regulatory and corporate governance requirements.



Operating Expenses Outlook



In the near term,
we expect our overall operating expenses that consist primarily of sales and marketing, research and development and general and administrative expenses, in absolute dollar terms, to be higher than those incurred in the third quarter of 2004, but
remain relatively comparable to the levels incurred in the second quarter of 2004. In the future, we anticipate the need to increase our operating expenses to grow revenues and increase our market share. Our actual operating expenses could differ
materially from those anticipated, which could have an adverse effect on our results of operations.



Stock-Based Compensation



|                                                              |  |                                 |    |                     |   |   |                                |        |                     |  |   |     |  |   |    |  |       |   
|------------------------------------------------------------- |  | ------------------------------- | -- | ------------------- | - | - | ------------------------------ | ------ | ------------------- |  | - | --- |  | - | -- |  | ----- | --
|                                                              |  | Three Months EndedSeptember 30, |    | Percentage Decrease |   |   | Nine Months EndedSeptember 30, |        | Percentage Decrease | 
|                                                              |  | 2003                            |    | 2004                |   |   | 2003                           |        | 2004                | 
|Total amortization of stock-based compensation (in thousands) |  | $                               | 26 |                     | $ | 0 |                                | (100.0 | )%                  |  | $ | 209 |  | $ | 18 |  | (91.4 | )%



Stock-based
compensation expenses arise primarily from amortization of previously deferred stock-based compensation over the vesting periods of stock options and restricted stock.



Deferred stock-based compensation is initially recorded as a component of stockholders equity in the amount of the
excess of the fair value of our common stock on the date of grant over the exercise price of options and also in the amount of the fair value of temporarily restricted common stock that we issued in our April 2002 acquisition of RapidStream.



Amortization and Impairment of Other Intangible Assets
Acquired



Amortization of other intangible assets acquired
in the three and nine months ended September 30, 2004 consisted of amortization of capitalized technology obtained in our acquisition of RapidStream in 2002. This technology will be



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amortized in full by March 31, 2007. In the same periods of 2003, the amortization additionally included the amortization
of capitalized technology related to our acquisition of Qiave Technologies Corporation in 2000. The Qiave technology was fully amortized by the end of 2003.



We are amortizing the intangible assets on a straight-line basis over the useful life of five years. The amortization expense decreased from $553,000 for
the three months ended September 30, 2003 to $243,000 for the three months ended September 30, 2004. The amortization expense decreased from $1.6 million for the nine months ended September 30, 2003 to $730,000 for the nine months ended September
30, 2004.



The decrease in the amortization expense for the
three and nine months ended September 30, 2004, as compared to the same periods of 2003, resulted primarily from the reduction of the amortizable basis of technology obtained in the 2002 RapidStream acquisition and the completion of the amortization
of technology obtained in the 2000 Qiave acquisition.



The
technology underlying the RapidStream Secured by Check Point product brand was determined to be impaired in the second half of 2003 and we therefore recorded an impairment charge of $3.3 million for the remaining book value of this
intangible asset in the three months ended September 30, 2003 and, an additional $230,000 impairment charge in the fourth quarter of 2003. Our increased focus on the SME market, resulting in a significant reduction in our sales, marketing and
development efforts in support of this brand, together with the historically poor performance of this brand, led management to reduce the future sales projections for the brand and later to exit the market segment served by this product.



Restructuring Charges



The restructuring charges in the three months ended September 30, 2004 are
associated with the restructuring plans initiated in 2001 and 2002.



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In the second quarter of 2001, we announced a restructuring plan designed to streamline operations and
reduce operating costs, which included a reduction in workforce and a consolidation of excess facilities, in addition to other cost-saving strategies.



In the second quarter of 2002, we implemented a second restructuring plan primarily designed to eliminate redundancies and excess headcount resulting from
the acquisition of RapidStream, which included a reduction in workforce, consolidation of excess facilities and elimination of technology-related contracts that are no longer required or part of our strategy.



The restructuring charge of $400,000 in the three months ended September 30,
2004 is associated with the restructuring plans initiated in 2001 and 2002, discussed above. These additional charges in 2004 relate to the revision of our estimates for future sublease income associated with excess facilities in our corporate
headquarters in Seattle, Washington. As the real estate market in downtown Seattle remains depressed, we revised our earlier estimates of the time when we will enter into subleases for our space that remains vacant.



Interest Income and Interest Expense



Interest income is generated primarily from our short-term investments.
Interest income increased from $276,000 for the three months ended September 30, 2003 to $322,000 for the three months ended September 30, 2004 and decreased from $1.0 million for the nine months ended September 30, 2003 to $890,000 for the nine
months ended September 30, 2004. The decrease was caused by a reduction in the average balance invested.



Interest expense primarily represents financing costs incurred due to term discounts taken by our customers. Interest expense increased from $150,000 for
the three months ended September 30, 2003 to $180,000 for the three months ended September 30, 2004 and from $440,000 for the nine months ended September 30, 2003 to $540,000 for the nine months ended September 30, 2004. These increases are caused
by the corresponding increases in revenues generated in the same periods.



Liquidity and Capital Resources



At September 30, 2004, we had $77.0 million in cash, cash equivalents and short-term investments, which was invested primarily in high-quality money market accounts and marketable securities. Our working capital at
September 30, 2004 was $64.7 million.



Operating
Activities



Our operating activities resulted in net
cash outflows of $5.6 million for the nine months ended September 30, 2003 and $2.9 million for the nine months ended September 30, 2004. The operating cash outflows for the nine months ended September 30, 2003 resulted primarily from net losses.
The operating cash outflows for the nine months ended September 30, 2004 resulted primarily from net operating losses as well as the increases in net working capital, apart from cash and investments.



The difference between our net loss and our operating cash outflow is
attributable to noncash expenses included in net loss, and changes in operating assets and liabilities, as presented below (in thousands):



|                                                 |  |                                |         |   |      |   |        |  
|------------------------------------------------ |  | ------------------------------ | ------- | - | ---- | - | ------ | -
|                                                 |  | Nine Months EndedSeptember 30, |        
|                                                 |  | 2003                           |         |   | 2004 |  
|Net loss                                         |  | $                              | (11,717 | ) |      | $ | (3,058 | )
|Add: noncash expenses                            |  |                                | 7,280   |   |      |   | 2,734  |  
|Add: changes in operating assets and liabilities |  |                                | (1,198  | ) |      |   | (2,533 | )
|                                                 |  |                                |         |   |      |   |        |  
|Net cash used in operating activities            |  | $                              | (5,635  | ) |      | $ | (2,857 | )
|                                                 |  |                                |         |   |      |   |        |  



Noncash expenses are
associated with the amortization and impairment of other intangible assets acquired, depreciation and amortization of property and equipment, and compensation charges resulting from the issuance of stock options and common stock subject to
repurchase by us.



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Changes in operating assets and liabilities reflect primarily changes in working capital components of
the balance sheet apart from cash and short-term investments, and also changes in long-term deferred revenues and long-term restructuring liabilities with larger fluctuations within some of them, as described below.



Trade Accounts Receivable, Net increased from $6.7 million at December
31, 2003 to $8.6 million at September 30, 2004, primarily reflecting higher total revenues in the first nine months of 2004, as compared to the same period of 2003. Days sales outstanding, or DSOs, calculated on a quarterly basis, increased from 31
days at December 31, 2003 to 37 days at September 30, 2004. DSOs are affected by:



| |  | the payment terms contained in our customer contracts (which may vary geographically);
| | - | --------------------------------------------------------------------------------------



| |  | term discounts taken by our customers;
| | - | --------------------------------------



| |  | revenues on product sales for some of our major distributors that are recorded when these distributors have sold the product to their customers;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  | risks associated with the uncertain economy; and
| | - | ------------------------------------------------



| |  | whether revenues in a particular quarter are linear (that is, whether revenues are evenly distributed throughout the quarter or weighted more toward the end of the quarter).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Based on our current sales mix, the linearity of
revenues in past and future quarters and timing differences arising from the varying payment terms in our customer agreements, we expect our DSOs to generally range from 35 to 45 days in the future. Any change in these factors, however, could
negatively affect expected DSO results.



Net Inventories
increased from $3.1 million at December 31, 2003 to $3.2 million at September 30, 2004.



Total Accrued Restructuring and Acquisition Costs decreased from $6.5 million at December 31, 2003 to $5.4 million at September 30, 2004, reflecting a restructuring charge of $400,000 in the three months ended
September 30, 2004 less the ongoing payment of rents on abandoned facilities.



Total Deferred Revenuesincreased from $16.7 million at December 31, 2003 to $17.4 million at September 30, 2004. The increase in deferred revenues is attributed primarily to the increase in LiveSecurity
subscription renewals on a growing installed customer base.



Investing Activities



Cash provided by
investing activities was $2.2 million for the nine months ended September 30, 2003, compared to cash used in investing activities of $640,000 for the nine months ended September 30, 2004. In both periods, these activities are primarily related to
changes in short-term investments, offset by capital expenditures for property and equipment.



Financing Activities



Cash provided by financing activities totaled $1.3 million for the nine months ended September 30, 2003 and $2.6 million for the nine months ended September 30, 2004. Cash provided by financing activities in both periods reflects the
exercise of employee stock options and the purchase of common stock through our employee stock purchase plan.



We believe that our existing available cash, cash equivalents and investments will be sufficient to meet our operating expenses, working capital needs and
capital expenditure requirements for at least the next 12 months. We may seek additional funding before that time through public or private financings or other arrangements, however, if the underlying assumed levels of spending prove to be
inaccurate, or if we choose to pursue acquisitions or investments in complementary business technology.



Contractual Obligations and Contingencies



We lease office space and some computer equipment under operating leases that are not cancelable. Our facilities commitments include a lease for our corporate headquarters in Seattle, Washington, which expires in
September 2010. We have the option to extend this lease for an additional five-year term. We also lease a product fulfillment and distribution warehouse in Seattle with a lease term through April 2006. We lease facilities in Aliso Viejo, San Jose
and Tustin, California and Waltham, Massachusetts under operating leases that expire between 2004 and 2007, in addition to leases for other sales offices under operating leases or other lease obligations that expire over various terms. Our excess
facilities at our corporate headquarters in Seattle, in Aliso Viejo and San Jose, California, and Waltham, Massachusetts, are partially



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subleased to tenants, with sublease terms that expire between 2004 and 2010. We also have several operating leases for
computer equipment. WatchGuard is a party to several noncancelable and nonrefundable agreements to purchase inventory.



Our contractual commitments at September 30, 2004 associated with lease obligations and purchase obligations, net of future minimum rental income from
subleases of $1.6 million, are presented below (in thousands). This future rental income from subleases may be adversely affected if the financial condition of our tenants were to deteriorate, resulting in an impairment of their ability to make
lease payments.



|                               |  |                       |        |                   |   |                   |  |                   |       |                   |   |       |  |   |      
|------------------------------ |  | --------------------- | ------ | ----------------- | - | ----------------- |  | ----------------- | ----- | ----------------- | - | ----- |  | - | -----
|                               |  | Payment due by period
|                               |  |                       |        | Before            |   | After            
|                               |  | Total                 |        | December 31, 2004 |   | December 31, 2006 |  | December 31, 2008 |       | December 31, 2008
|Operating lease obligations    |  | $                     | 18,017 |                   | $ | 982               |  | $                 | 5,887 |                   | $ | 5,947 |  | $ | 5,201
|Inventory purchase obligations |  |                       | 1,859  |                   |   | 1,859             |  |                   |      |                   |   |      |  |   |     
|                               |  |                       |        |                   |   |                   |  |                   |       |                   |   |       |  |   |      
|Total                          |  | $                     | 19,876 |                   | $ | 2,841             |  | $                 | 5,887 |                   | $ | 5,947 |  | $ | 5,201
|                               |  |                       |        |                   |   |                   |  |                   |       |                   |   |       |  |   |      



In addition, we have
contractual agreements with some of our distributors to reimburse them for advertising and other marketing activities that they may incur to promote our products, contingent on performance of those activities in the future. At September 30, 2004,
the total amount of those agreements was $1.5 million.



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IMPORTANT FACTORS THAT MAY AFFECT OUR BUSINESS, OUR OPERATING RESULTS,
AND OUR STOCK PRICE



In addition to the other information contained in this quarterly report, you should carefully read and consider the following risk factors. If any of these risks actually occur, our business, financial condition or
operating results could be materially adversely affected and the trading price of our common stock could decline.



We have incurred losses in the past and may not achieve or sustain consistent profitability, which could result in a decline in the value of our common stock.



Since inception, we have incurred net losses and
experienced negative cash flows from operations in each quarter, except that we had net income and a positive cash flow from operations in the third quarter of 2000 and a positive cash flow from operations in the third quarter of 2001. As of
September 30, 2004, we had an accumulated deficit of approximately $133 million. Although our revenues have increased each year since we began operations, the historical percentage growth rate of our revenues may not be sustainable as our revenue
base increases, we may not achieve or sustain profitability in future periods or we may not be able to continue to grow our revenues at all. We expect that over time we will have to increase our operating expenses in connection with:



| |  | continuing to develop our technology;
| | - | -------------------------------------



| |  | expanding into new product markets;
| | - | -----------------------------------



| |  | expanding into new geographic markets;
| | - | --------------------------------------



| |  | continuing to drive demand of our products;
| | - | -------------------------------------------



| |  | pursuing additional strategic acquisitions;
| | - | -------------------------------------------



| |  | meeting enhanced regulatory and corporate governance requirements;
| | - | ------------------------------------------------------------------



| |  | hiring additional personnel; and
| | - | --------------------------------



| |  | upgrading our information and internal control systems.
| | - | -------------------------------------------------------



If we are unable to achieve or sustain profitability in future quarters, the trading price of our common stock could decline.



Our operating results fluctuate and could fall below expectations of securities
analysts and investors, resulting in a decline in our stock price.



Our quarterly and yearly operating results have varied widely in the past and will probably continue to fluctuate. For this reason, we believe that period-to-period comparisons of our operating results may not be
meaningful. In addition, our limited operating history makes predicting our future performance difficult. If our operating results for a future quarter or year fail to meet market expectations, this shortfall could result in a decline in our stock
price.



The economic downturn in the U.S. economy has adversely
affected the demand for our products and services and may continue to result in decreased revenue and growth rates. We do not know how long this economic downturn will last or whether it will become more severe. To the extent that this downturn
continues or grows deeper in the United States or other geographic regions in which we operate, the Internet security industry and demand for our products and services are likely to be adversely affected.



We base our spending levels for product development, sales and marketing and
other operating expenses largely on our expected future revenues. Because our expenses are largely fixed for a particular quarter or year, we may be unable to adjust our spending in time to compensate for any unexpected quarterly or annual shortfall
in revenues. A failure to so adjust our spending in time also could cause operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.



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If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or
prove to be incorrect, our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.



Our discussion and analysis of financial condition and results of operations in this quarterly report is based on our
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our consolidated
financial statements, including those related to:



| |  | revenue recognition, including sales returns and allowances;
| | - | ------------------------------------------------------------



| |  | provision for doubtful accounts;
| | - | --------------------------------



| |  | inventory reserves;
| | - | -------------------



| |  | restructuring reserves; and
| | - | ---------------------------



| |  | analysis of impairment of goodwill and other long-lived intangible assets.
| | - | --------------------------------------------------------------------------



We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in
our discussion and analysis of financial condition and results of operations in this quarterly report, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources. Examples of such estimates include, but are not limited to those associated with the costs of excess and obsolete inventory, which may increase above current estimates, if our revenues fall below our sales forecasts, costs of our 2001
and 2002 restructuring, impairment analysis of the intangible assets obtained in our 2002 acquisition of RapidStream, as well as goodwill relating to the acquisitions of BeadleNet, Qiave and RapidStream. We are currently in the process of performing
an impairment analysis and expect to complete our analysis before year-end, and, should an impairment be identified, the corresponding charge will be recorded in the fourth quarter of 2004. Although we do not anticipate further significant
adjustments to our 2001 and 2002 restructuring in addition to the $1 million charge we recorded in the fourth quarter of 2003 and the $400,000 charge we recorded in the third quarter of 2004, the actual costs related to the restructuring may differ
from our estimate if it takes us longer than expected to find suitable tenants for our excess facilities or if there are further changes in the real estate market where excess facilities are located. Actual results may differ from these and other
estimates if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock
price.



We may have difficulty implementing in a timely manner the
internal controls necessary to allow our management to report on the effectiveness of our internal controls, and these reports may not reveal all material weaknesses or significant deficiencies with our internal controls.



Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404,
we will be required to furnish an internal controls report of managements assessment of the design and effectiveness of our internal controls as part of our Annual Report on Form 10-K beginning with the fiscal year ending December 31, 2004.
Our auditors will then be required to attest to, and report on, managements assessment. In order to issue our report, our management must document both the design for our internal controls and the testing processes that support
managements evaluation and conclusion. Our management has started the necessary processes and procedures for issuing its report on our internal controls. However, the evaluation and attestation processes required by Section 404 are new and
neither companies nor auditing firms have significant experience in testing or complying with these requirements. Accordingly, we may encounter problems or delays in completing the review and evaluation, the implementation of improvements required
to address any material weaknesses or significant deficiencies identified in our internal controls, and the receipt of a positive attestation, or any attestation at all, by our independent registered public accounting firm. We are still performing
the system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging. During this process, if our management identifies one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert such internal control is effective. If we are unable to assert that our internal control over financial reporting is effective as of December 31, 2004 (or if our auditors are unable to attest that our
managements report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports and we might be subject to
sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission, or delisting by the Nasdaq Stock Market, which could all have an adverse effect on our stock price. Upon completion of our testing, we may identify
material weaknesses or significant deficiencies in our internal controls. In addition to adversely affecting our ability to receive a positive attestation or any attestation at all, such material weaknesses or significant deficiencies in our
internal controls could have a material adverse effect on our results of operations. Additionally, upon the completion of our testing and documentation, certain deficiencies may be discovered that will require remediation. This remediation may
require implementing additional controls, the costs of which could have a material adverse effect on our results of operations.



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If potential customers do not accept our Firebox products and related optional products and services, including the
LiveSecurity Service, our business will not succeed.



We currently expect that future revenues will be primarily generated through sales of our Firebox products and related optional products and services, including the LiveSecurity Service, and we cannot succeed if the market does not accept
these products and services. Our success depends on our ability and the ability of our distribution network, which includes distributors, VARs and ISPs and other managed service providers, to obtain and retain customers and sell optional products
and services as well as our base Firebox products. Some of our Firebox products, particularly our key Firebox X line of products, however, are relatively new and unproven. The Firebox X Core line of products has only been available since February
2004 and the Firebox X Edge line of products has only been available since August of 2004. In addition, we have only recently begun to focus on generating significant revenues from optional products and services, and we may be unsuccessful in
marketing, selling and delivering these types of options. The Firebox X family of products, which replace a product line that represented a majority of our revenues and augment our existing SOHO security products, also represent a new approach to
providing security to the SME in that they are designed to be expandable both to incorporate additional features and to provide increased performance, and we may be unsuccessful in marketing and selling this type of product. While we believe we are
prepared to educate and train our customers on our new product lines, particularly the recently-released Firebox X Edge line of products, there is a risk that we will be unsuccessful in marketing and selling these new product lines or that the
introduction of the Firebox X Edge product line could cause customers to delay purchases of both the old SOHO product line and the new product line, which could adversely affect our revenues. In addition, we may have to continue or increase
discounts on the old SOHO product line to maintain an acceptable level of sales, which could also adversely affect our revenues. In addition, if sales of our Firebox products do not meet expectations, we may have excess inventory of products or
components and such excess inventory would have a negative impact on our operating results.



To receive our LiveSecurity Service or other optional services, enterprises are required to pay an annual subscription fee, either to us or, if they obtain the LiveSecurity Service through one of our channel
customers, to the channel customer. SMEs may be unwilling to pay a subscription fee to keep their Internet security up to date and to receive Internet security-related information or to obtain additional security-related features and services.
Because our LiveSecurity Service is an innovative service, and our other subscription services are new and unproven, we may not be able to accurately predict the rate at which our customers will renew their annual subscriptions. In addition, most
businesses implementing security services have traditionally managed their own Internet security rather than using the services of third-party service providers. As a result, our products and services and the outsourcing of Internet security to
third parties may not achieve significant market acceptance.



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If we are unable to compete successfully in the highly competitive market for Internet security products and
services for any reason, including because current or potential competitors gain competitive advantage through partnering or acquisition, our business will fail.



The market for Internet security products is intensely competitive and we expect competition to intensify in the future. An
increase in competitive pressures in our market or our failure to compete effectively may result in pricing reductions, reduced gross margins and loss of market share. Currently, the primary competitors in our industry include Check Point, Cisco
Systems, Inc., Fortinet Inc., Juniper Networks, Inc., Nokia Corporation, SonicWALL, Inc. and Symantec Corporation. Other competitors offering security products include hardware and software vendors such as Lucent Technologies, Inc. and Network
Associates, Inc., operating system vendors such as Microsoft Corporation, Novell, Inc. and Sun Microsystems, Inc., and a number of smaller companies. Many of our competitors have longer operating histories, greater name recognition, larger customer
bases and significantly greater financial, technical, marketing and other resources than we do. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their
resources. In addition, current or potential competitors may be acquired by third parties with greater available resources, as has happened as a result of Junipers acquisition of Netscreen Technologies, Inc. As a result of such acquisitions,
our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition,
take advantage of acquisition or other opportunities more readily or develop and expand their product and service offerings more quickly. In addition, our competitors may bundle products competitive with ours with other products that they may sell
to our current or potential customers. These customers may accept these bundled products rather than separately purchasing our products.



We rely on third-party channel customers to generate most of our revenues, and if they fail to perform, our ability to sell our products and services will be
limited.



We sell most of our products and services
through our distribution network, and we expect our success to continue to depend in large part on the performance of this network. Our channel customers have the ability to sell products and services that are competitive with ours, to devote more
resources to those competitive products or to cease selling our products and services altogether. The loss of one of these channel customers, a reduction in their sales, a reduction in our share of their sales of Internet security products, or a
loss or reduction in sales involving one or more other channel customers, particularly if the reduction results in increased sales of competitive products, could harm our business. In addition, we are in the process of reorganizing our channel in
the Asia Pacific region and, particularly, Japan. If this reorganization causes disruption, we could experience a loss or reduction in sales involving one or more of our channel customers.



Implementation of anticipated changes in our revenue policies related to third-party
channel customers could negatively affect revenues during the first quarter of 2005.



We recognize revenue from a majority of our channel customers when we sell product to them (the sell-in method) rather than when they in turn sell the product to their end customers (the
sell-through method). We plan to convert certain of our channel customers in North America and Europe from a sell-in method of revenue recognition to a sell-through method of revenue recognition in the first quarter of 2005. When
converting a channel customer from a sell-in to sell-through method of revenue recognition, revenue can no longer be recognized for product sold to the channel customer and revenue from products already in that channel customers inventory (and
for which revenue was already recognized by WatchGuard) may not be recognized. No revenue can therefore be recognized from a converted channel customer until the inventory existing at the time of the conversion is sold through to end customers.
Based on current channel inventory levels, we expect that this conversion will have a $2 million to $4 million adverse effect on our revenues reported for the quarter or quarters in which we convert these channel customers. If channel inventory
levels are higher at the time of the conversion, or we decide to convert additional channel customers, the negative effect on that quarter, or any subsequent quarter in which we convert a channel customer, could be greater than expected. In
addition, to recognize revenue on a sell-through basis from a channel customer, we will need to establish that we can obtain adequate reporting on inventory levels from that channel customer to determine how much of our product has been sold to the
end customers of that channel customer. If we are unable to obtain such reporting, our ability to recognize revenue from such channel customers could be materially adversely affected and our financial results could be harmed.



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Product returns, retroactive price adjustments and rebates could exceed our allowances, which could adversely
affect our operating results.



We provide most of our
channel customers with product return rights for stock rotation and price protection rights for their inventories, which they may exercise if we lower our prices for those products. We also provide promotional rebates to some of our channel
customers. We may experience significant returns, price adjustments and rebate costs for which we may not have adequate allowances, particularly with the recent introduction of our Firebox X line of products, which replaced the Firebox III line of
products. The short life cycles of our products and the difficulty of predicting future sales increase the risk that new product introductions or price reductions by us or our competitors could result in significant product returns or price
adjustments. When we introduced the Firebox II, the Firebox III and then later the Firebox X Core and Firebox X Edge security appliances, we experienced an increase in returns of previous products and product versions. Provisions for returns and
allowances were $4.6 million in 2002 and $7.3 million in 2003 or 5.7% and 8.4% of total revenues before returns and allowances. The provision for returns and allowances was $5.1 million, or 7.3% of total revenues before returns and allowances in the
nine months ended September 30, 2004. While we review and adjust our provision for returns and allowances in order to properly reflect the potential for promotional rebate costs, increased returns and pricing adjustments associated with the
introduction of new products, such as the Firebox X product lines, the provision may still be inadequate. An increase in the provision for returns and allowances will result in the reduction of revenues.



Customer demand, competitive pressure and rapid changes in technology and industry
standards could render our products and services unmarketable or obsolete, and we may be unable to introduce new or improved products and services, or update existing products or services, timely and successfully.



To succeed, we must continually change and improve our products, add new
products and services, and provide updates to products and services in response to changes in customer demand, competitive pressure, rapid technological developments and changes in operating systems, Internet access and communications, application
and networking software, computer and communications hardware, programming tools, computer language technology and hacker techniques. We may be unable to successfully and timely develop and introduce these new, improved or updated products and
services or achieve and maintain market acceptance for new, improved or updated products and services we develop and introduce.



The development and introduction of new, technologically advanced Internet security products and services, or providing updates to existing products or
services is a complex and uncertain process that requires great innovation, the ability to anticipate technological and market trends, the ability to deliver updates to a large customer base efficiently and in a timely fashion and the ability to
obtain required domestic and foreign governmental and regulatory certifications. Because Internet security technology is complex and often contains encryption technology, it can require long development, testing and certification periods.



Releasing new or improved products and services, or updates to
products or services, prematurely may result in quality problems, and releasing them late may result in loss of customer confidence and market share. In the past, we have experienced delays in the scheduled or expected introduction of new improved
and updated products and services, and we may experience delays, or be unable to introduce an expected new, improved or updated product or service at all, in the future. When we do introduce new or enhanced products and services, we may be unable to
successfully manage the transition from the older products and services to minimize disruption in customer ordering patterns, avoid excessive inventories of older products and deliver enough new products and services to meet customer demand. In the
past, when we have introduced new or improved products or services, we have experienced issues with the transitions that had an adverse effect on our operating results. These have included, but were not limited to, issues such as excess inventories
of products that were replaced as customer demand for those product decreased, shortages of new product due to manufacturing and delivery issues that prevented us from delivering enough new product to meet demand and offset to the extent expected
the loss of sales from the products that were replaced and lower than expected initial sales of new or improved products as our sales personnel and channels adapted to selling the new or improved products or services.



Seasonality and concentration of revenues at the end of the quarter could cause our
revenues to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.



The growth rate of our domestic and international sales has been and may in the future be lower in the summer months, when businesses often defer
purchasing decisions. Also, as a result of customer buying patterns and the efforts of our sales force to meet or exceed quarterly and year-end quotas, historically we have received a substantial portion of a quarters sales orders and earned a
substantial portion of a quarters revenues during the quarters last month and the latter



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half of the last month. If expected revenues at the end of any quarter are delayed, our revenues for that quarter could
fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.



We may be unable to deliver our products and services if component manufacturers fail to supply component parts with acceptable quantity, quality and cost.



We obtain the component parts for our hardware from a variety of
manufacturers. Companies in the electronics industry regularly experience lower-than-required component allocations, and the industry is subject to frequent component shortfalls. We have experienced such component shortfalls recently with memory and
flash component manufacturers providing these components on a limited allocation basis only. Although we have found additional or replacement sources for hardware components in the past, and believe that we could find additional or replacement
sources for our hardware components to address future shortfalls, our operations could be disrupted or negatively affected if we have to add or switch to a replacement vendor, if our component supply is interrupted for an extended period or if the
costs of the components increase due to shortages. This could result in loss of customer orders and revenue.



If we do not retain our key employees, if changes to the management team cause disruption or if new management team members fail to perform, our ability to formulate and execute our business strategy will be
impaired.



Our future success will depend largely on
the efforts and abilities of our senior management and our key development, technical, operations, information systems, customer support and sales and marketing personnel, and on our ability to retain them. These employees are not obligated to
continue their employment with us and may leave us at any time. In addition, there have been changes to our management team recently, including the addition of a new chief executive officer and interim chief financial officer. If these changes have
a negative impact on our operations, our business and operating results could be adversely affected.



Because many potential customers do not fully understand or remain unaware of the need for comprehensive and up-to-date Internet security or may perceive it as costly and difficult to implement, our products and
services may not achieve market acceptance.



We
believe that many potential customers, particularly SMEs, do not fully understand or are not aware of the need for comprehensive and up-to-date Internet security products and services. Historically, only enterprises having substantial resources have
developed or purchased comprehensive Internet security solutions and kept such security up to date. Also, there is a perception that comprehensive Internet security is costly and difficult to implement. We will therefore not succeed unless the
market understands the need for comprehensive and up-to-date Internet security and we can convince our potential customers of our ability to provide this security in an integrated, cost-effective and administratively feasible manner. Although we
have spent, and will continue to spend, considerable resources educating potential customers about the need for comprehensive and up-to-date Internet security and the benefits of our products and services, our efforts may be unsuccessful.



We may be unable to adequately expand and adapt our operational systems
to accommodate growth or recent changes in how we deliver our products and services to customers, which could harm our ability to deliver our products and services.



Our operational systems have not been tested at the customer volumes that may be required in the future. In addition, our
operational systems required for the delivery of products and services through license-key activation have not been tested at the combination of the number product and service offerings and customer volumes that may be required in the future. We may
encounter performance difficulties when operating with a substantially greater number of customers or a substantially greater number of products and services offered through license-key activation or a combination of the two. These performance
difficulties could harm our ability to deliver our products and services. An inability to add software and hardware or to develop and upgrade existing technology or operational systems to handle increased traffic or increased number of products and
services offered through license-key activation may cause unanticipated system disruptions, slower response times and poor customer service, including problems filling customer orders.



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We may be required to defend lawsuits or pay damages in connection with the alleged or actual failure of our
products and services.



Because our products and
services provide and monitor Internet security and may protect valuable information, we may face claims for product liability, tort or breach of warranty relating to our products and services. Anyone who circumvents our security measures could
misappropriate the confidential information or other property of end-users using our products and services or interrupt their operations. If that happens, affected end-users or channel customers may sue us. In addition, we may face liability for
breaches caused by faulty installation and implementation of our products by end-users or channel customers. Although we attempt to reduce the risk of losses from claims through contractual warranty disclaimers and liability limitations, these
provisions may be unenforceable. Some courts, for example, have found contractual limitations of liability in standard software licenses to be unenforceable because the licensee does not sign the license. Defending a suit, regardless of its merit,
could be costly and could divert management attention. Although we currently maintain business liability insurance, this coverage may be inadequate or may be unavailable in the future on acceptable terms, if at all.



A breach of security could harm public perception of our products and services.



We will not succeed unless the marketplace is
confident that we provide effective Internet security protection. Even networks protected by our software products may be vulnerable to electronic break-ins and computer viruses. If an actual or perceived breach of Internet security occurs in an
end-users systems, regardless of whether the breach is attributable to us, the market perception of the efficacy of our products and services could be harmed. This could cause us or our channel customers to lose current and potential customers
or cause us to lose potential channel customers. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these
techniques.



If we are unable to prevent attacks on our internal network
system by computer hackers, public perception of our products and services will be harmed.



Because we provide Internet security, we are a significant target of computer hackers. We have experienced attacks by computer hackers in the past and
expect attacks to continue. If attacks on our internal network system are successful, public perception of our products and services will be harmed.



We may be unable to deliver our products and services if manufacturers fail to supply finished product with acceptable quantity, quality and cost.



We rely on third party contract manufacturers for the
assembly of all of our security appliance hardware platforms and for the design of certain of our security appliance hardware platforms. Although we believe that we could find a replacement source for these finished products, our operations could be
disrupted if we have to add or switch to a replacement manufacturer, particularly if we were required to replace or redesign a hardware platform, or if our finished goods supply is interrupted for an extended period. This could result in loss of
customer orders and revenue.



We may be unable to adequately protect our
operational systems from damage, failure or interruption, which could harm our reputation and our ability to attract and retain customers.



Our operations, customer service, reputation and ability to attract and retain customers depend on the uninterrupted operation of our operational systems.
Although we utilize limited off-site backup facilities and take other precautions to prevent damage, failure or interruption of our systems, our precautions may be inadequate. Any damage, failure or interruption of our computer or communications
systems could lead to service interruptions, delays, loss of data and inability to accept and fill customer orders and provide customers with our LiveSecurity Service.



We may be unable to deliver our products and services if we cannot continue to license third-party technology that is important for
the functionality of our products.



Our success will
depend in part on our continued ability to license technology that is important for the functionality of our products. A significant interruption in the supply of a third-party technology, including open source software, could delay our development
and sales until we can find, license and integrate equivalent technology. This could damage our brand and result in loss of current and potential customers. Although we believe that we could find other sources for the technology we license,
alternative technologies may be unavailable on acceptable terms, if at all. We depend on our third-party licensors to deliver reliable, high-quality products, develop new products on a timely and cost-effective basis and respond to evolving
technology and changes in industry standards. We also depend on the continued compatibility of our third-party software with future versions of our products.



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Governmental controls over the export or import of encryption technology could cause us to lose sales.



Any additional governmental regulation of imports or
exports or failure to obtain required export approval of our encryption technologies in a timely fashion or at all could adversely affect our international and domestic sales. The United States and various other countries have imposed controls,
export license requirements and restrictions on the import or export of some technologies, especially encryption technology. In addition, from time to time governmental agencies have proposed additional regulation of encryption technology, such as
requiring the escrow and governmental recovery of private encryption keys. Additional regulation of encryption technology could delay or prevent the acceptance and use of encryption products and public networks for secure communications. This, in
turn, could result in decreased demand for our products and services. In addition, some foreign competitors are subject to less stringent controls on exporting their encryption technologies. As a result, they may be able to compete more effectively
than we can in the U.S. and international Internet security markets.



We
may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.



Despite our efforts to protect our proprietary rights, unauthorized parties may misappropriate or infringe on our patents, trade secrets, copyrights,
trademarks, service marks and similar proprietary rights. We face additional risk when conducting business in countries that have poorly developed or inadequately enforced intellectual property laws. While we are unable to determine the extent to
which piracy of our software products exists, we expect piracy to be a continuing concern, particularly in international markets and as a result of the growing use of the Internet.



If we fail to obtain and maintain patent protection for our technology, we may be unable to compete effectively. We have
eleven issued patents and 12 patents pending, but our patent applications may not result in issued patents. Even if we secure a patent, the patent may not provide meaningful protection. In addition, we rely on unpatented proprietary technology.
Because this proprietary technology does not have patent protection, we may be unable to meaningfully protect this technology from unauthorized use or misappropriation by a third party. In addition, our competitors may independently develop similar
or superior technologies or duplicate any unpatented technologies that we have developed, which could significantly reduce the value of our proprietary technology or threaten our market position.



Intellectual property claims and litigation could subject us to significant liability
for damages and invalidation of our proprietary rights.



In the future, we may have to resort to litigation to protect our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of its
success, would probably be costly and require significant time and attention of our key management and technical personnel. Litigation could also force us to



| |  | stop or delay selling, incorporating or using products that incorporate the challenged intellectual property;
| | - | -------------------------------------------------------------------------------------------------------------



| |  | pay damages;
| | - | ------------



| |  | enter into licensing or royalty agreements, which may be unavailable on acceptable terms; or
| | - | --------------------------------------------------------------------------------------------



| |  | redesign products or services that incorporate infringing technology, which may not be technologically or economically feasible.
| | - | --------------------------------------------------------------------------------------------------------------------------------



Although we have not been sued for intellectual property infringement, we may
face infringement claims from third parties in the future. The software industry has seen frequent litigation over intellectual property rights, and we expect that participants in the Internet security industry will be increasingly subject to
infringement claims as the number of products, services and competitors grows and functionality of products and services overlaps.



Undetected product errors or defects could result in loss of revenues, delayed market acceptance and claims against us.



Our products and services may contain undetected errors or defects,
especially when first released. Despite extensive testing, some errors are discovered only after a product has been installed and used by customers. Any errors discovered after commercial release could result in loss of revenues or claims against us
or our channel customers.



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If we do not expand our international operations and successfully overcome the risks inherent in international
business activities, the growth of our business will be limited.



Our ability to grow will depend in part on the expansion of our international sales and operations, which are expected to continue to account for a significant portion of our revenues. Sales to customers outside of
the United States accounted for approximately 58.5% and 54.1% in 2002 and 2003 respectively. Sales to customers outside the United States accounted for 52.5% in the nine months ended September 30, 2004. The failure of our channel customers to sell
our products internationally would limit our ability to increase our revenues. In addition, our international sales are subject to the risks inherent in international business activities, including



| |  | cost of customizing products for foreign countries;
| | - | ---------------------------------------------------



| |  | export and import restrictions, such as those affecting encryption commodities and software or those requiring local content;
| | - | -----------------------------------------------------------------------------------------------------------------------------



| |  | difficulties in acquiring and authenticating customer information;
| | - | ------------------------------------------------------------------



| |  | reduced protection of intellectual property rights and increased liability exposure; and
| | - | ----------------------------------------------------------------------------------------



| |  | regional economic and political conditions.
| | - | -------------------------------------------



Our international sales currently are U.S. dollar-denominated. As a result, any increase in the value of the U.S. dollar relative to foreign currencies
makes our products less competitive in international markets. Because of this, we may be required to denominate our sales in foreign currencies at some point in the future to remain competitive.



In attempting to integrate the business and technology of any future acquisition, we
could incur significant costs that may not be outweighed by any benefits of the acquisition.



As part of our business strategy, we may acquire other companies, products or technologies, and these acquisitions may result in substantial costs. The
costs of any future acquisitions may include costs for:



| |  | integration of operations, including combining teams and processes in various functional areas;
| | - | -----------------------------------------------------------------------------------------------



| |  | reorganization or closure of operations and facilities;
| | - | -------------------------------------------------------



| |  | integration of new technology into our products;
| | - | ------------------------------------------------



| |  | fees and expenses of professionals involved in completing the integration process; and
| | - | --------------------------------------------------------------------------------------



| |  | potential existing liabilities of any future acquisition target.
| | - | ----------------------------------------------------------------



Successful integration of the operations, technology, products, customers, suppliers and personnel of any future acquisition could place a significant
burden on our management and internal resources. The diversion of the attention of our management and any difficulties encountered in the transition and integration process could disrupt our business and have an adverse effect on our business and
operating results.



We may need additional capital and our ability to
secure additional funding is uncertain.



We believe
that existing cash and cash equivalent balances will be sufficient to meet our capital requirements for at least the next 12 months. Our capital requirements will depend on several factors, however, including



| |  | the rate of market acceptance of our products and services;
| | - | -----------------------------------------------------------



| |  | our ability to expand our customer base;
| | - | ----------------------------------------



| |  | the growth of our sales and marketing capabilities; and
| | - | -------------------------------------------------------



| |  | the cost of any acquisitions we may complete.
| | - | ---------------------------------------------



Our existing capital and future revenues may therefore be insufficient to support the expenses of our operations and the expansion of our business. We may
therefore need additional equity or debt capital. We may seek additional funding through



| |  | public or private equity financings, which could result in significant dilution to stockholders;
| | - | ------------------------------------------------------------------------------------------------



| |  | public or private debt financings; and
| | - | --------------------------------------



| |  | capital lease transactions.
| | - | ---------------------------



Financing, however, may be unavailable to us when needed or on acceptable terms.



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Our stock price is volatile.



The trading price of our common stock could be subject to fluctuations for a number of reasons, including



| |  | actual or anticipated variations in quarterly or annual operating results;
| | - | --------------------------------------------------------------------------



| |  | changes in analysts earnings projections or recommendations;
| | - | -------------------------------------------------------------



| |  | failure to meet analysts revenue or earnings projections;
| | - | ----------------------------------------------------------



| |  | inability to successfully implement our business strategy;
| | - | ----------------------------------------------------------



| |  | changes in business conditions affecting our customers, our competitors and us; and
| | - | -----------------------------------------------------------------------------------



| |  | changes in accounting standards that adversely affect our revenues and earnings.
| | - | --------------------------------------------------------------------------------



In recent years, moreover, the stock market in general and the market for Internet-related technology companies in
particular have experienced extreme price and volume fluctuations, often unrelated to the operating performance of the affected companies. Our common stock has experienced, and is likely to continue to experience, these fluctuations in price,
regardless of our performance.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Interest Rate Risk.



We do not hold derivative financial instruments or derivative equity
securities in our investment portfolio. Our cash equivalents and short-term investments consist of high-quality securities, as specified in our investment policy guidelines. Our policy limits the amount of credit exposure to any one issue or issuer
to a maximum of 20% of the total portfolio or $5 million per issuer at the time of purchase, with the exception of U.S. treasury and agency securities and money market funds, which are exempt from this size limitation. Our policy limits all
investments to those that mature in two years or less, with the average maturity of our investments equal to one year or less. The securities are subject to interest-rate risk and will decrease in value if interest rates increase. The fair value of
our investment portfolio or related income would not be significantly affected by either a 100 basis point increase or decrease in interest rates, due primarily to the short-term nature of the major portion of our investment portfolio.



Foreign Currency Risk.



All of our sales and the majority of our expenses are currently denominated
in U.S. dollars. As a result, we have not experienced significant foreign exchange gains and losses. While we incurred some expenses in foreign currencies during the nine months ended September 30, 2004 and expect to continue to do so in the future,
we do not anticipate that foreign exchange gains or losses will be material to us. Although we have not engaged in foreign currency hedging to date, we may do so in the future. In addition, we may be required to denominate our sales in foreign
currencies at some point in the future to remain competitive.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness
of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act) as of the end of the period covered by this quarterly report, have concluded
that, as of that date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated by our management, to
allow timely decisions regarding required disclosure.



There
were no changes in our internal controls during the third quarter of 2004 that have materially affected, or are reasonably likely to materially affect, our internal controls.



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PART II. OTHER INFORMATION



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|    |  |          |  |                                                                                                                                            
|--- |  | -------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibits
|    |  |         
|    |  | 3.1      |  | Restated Certificate of Incorporation of the registrant (Exhibit 3.1) (A)                                                                  
|    |  |         
|    |  | 3.2      |  | Amended and Restated Bylaws of the registrant (Exhibit 3.2) (B)                                                                            
|    |  |         
|    |  | 31.1     |  | Section 302 Certification of Edward J. Borey                                                                                               
|    |  |         
|    |  | 31.2     |  | Section 302 Certification of James A. Richman                                                                                              
|    |  |         
|    |  | 32.1     |  | Certification of Edward J. Borey pursuant to 18 U.S.C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
|    |  |         
|    |  | 32.2     |  | Certification of James A. Richman pursuant to 18 U.S.C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|(A) | Incorporated by reference to the specified exhibit to the registrants Registration Statement on Form S-1 (File No. 333-76587), filed with the SEC on April 20, 1999, as
amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | Incorporated by reference to the specified exhibit to the registrants Quarterly Report on Form 10-Q (File No. 000-26819), for the quarter ended June 30, 2004, filed with the
SEC on August 9, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements 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.



November 9, 2004



WATCHGUARD TECHNOLOGIES, INC.By:

/s/ James A. RichmanJames A. RichmanChief Financial Officer(Authorized Officer)(Principal Financial and Accounting Officer)




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INDEX TO EXHIBITS



|3.1 | Restated Certificate of Incorporation of the registrant (Exhibit 3.1) (A)
|--- | -------------------------------------------------------------------------



|3.2 | Amended and Restated Bylaws of the registrant (Exhibit 3.2) (B)
|--- | ---------------------------------------------------------------



|31.1 | Section 302 Certification of Edward J. Borey
|---- | --------------------------------------------



|31.2 | Section 302 Certification of James A. Richman
|---- | ---------------------------------------------



|32.1 | Certification of Edward J. Borey pursuant to 18 U.S.C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



|32.2 | Certification of James A. Richman pursuant to 18 U.S.C. Section 13.50, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|---- | -------------------------------------------------------------------------------------------------------------------------------------------

---

|(A) | Incorporated by reference to the specified exhibit to the registrants Registration Statement on Form S-1 (File No. 333-76587), filed with the SEC on April 20, 1999, as
amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) | Incorporated by reference to the specified exhibit to the registrants Quarterly Report on Form 10-Q (File No. 000-26819), for the quarter ended June 30, 2004, filed with the
SEC on August 9, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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