<PAGE>

________________________________________________________________________________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                       _________________________________

                                   FORM 10-Q
(Mark one)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                   FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                                      OR

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                       COMMISSION FILE NUMBER 000-24733
                       _________________________________

                                 ENTRUST, INC.
            (Exact name of registrant as specified in its charter)



          MARYLAND                              62-1670648
     (State or other jurisdiction of  (IRS employer identification no.)
     incorporation or organization)

                            ONE PRESTON PARK SOUTH
                       4975 PRESTON PARK BLVD, SUITE 400
                                PLANO, TX 75093
              (Address of principal executive offices & zip code)

      Registrant's telephone number, including area code: (972) 943-7300


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

     There were 63,849,530 shares of the registrant's $.01 par value Common
stock outstanding as of November 9, 2001.
________________________________________________________________________________
<PAGE>

                                 ENTRUST, INC.

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION                                                                             Page
                                                                                                          ----
<S>                                                                                                       <C>
     Item 1.   Financial Statements
               Condensed Consolidated Balance Sheets...................................................      3
               Condensed Consolidated Statements of Operations.........................................      4
               Condensed Consolidated Statements of Cash Flows.........................................      5
               Notes to Condensed Consolidated Financial Statements....................................      6

     Item 2.   Management's Discussion and Analysis of Financial Condition and
               Results of Operations...................................................................     12

     Item 3.   Quantitative and Qualitative Disclosures about Market Risk..............................     31

PART II. OTHER INFORMATION

     Item 1.   Legal Proceedings.......................................................................     32

     Item 6.   Exhibits and Reports on Form 8-K........................................................     32

SIGNATURES.............................................................................................     34

EXHIBITS...............................................................................................     35
</TABLE>


     Entrust, getAccess and Entrust@YourService are registered trademarks of
Entrust, Inc. or a subsidiary of Entrust, Inc. in certain countries. Entrust.Net
is a trademark of Entrust, Inc. or a subsidiary of Entrust, Inc. in certain
countries. All other trademarks and service marks used in this quarterly report
are the property of their respective owners.

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 ENTRUST, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  (Unaudited)
                                                  DECEMBER 31,   SEPTEMBER 30,
                                                  ------------   -------------
                                                      2000           2001
                                                  ------------   -------------
<S>                                               <C>            <C>
(In thousands, except share data)

ASSETS
Current assets:
  Cash and cash equivalents.....................     $  24,241       $  48,665
  Short-term marketable investments.............       203,446         111,133
  Accounts receivable (net of allowance for
    doubtful accounts of $2,932 at December 31,
    2000 and $7,429 at September 30, 2001)..            46,301          22,321
  Prepaid expenses and other....................         9,603           5,531
                                                  ------------   -------------
  Total current assets..........................       283,591         187,650
Long-term marketable investments................            --           9,840
Property and equipment, net.....................        25,168          18,872
Purchased product rights, net...................        19,259           3,122
Goodwill, net...................................       365,127           7,815
Other purchased intangibles, net................        22,054           5,541
Long-term investments...........................        16,675           7,557
Other long-term assets, net.....................         2,232           1,186
                                                  ------------   -------------
  Total assets..................................     $ 734,106       $ 241,583
                                                  ============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable...............................     $  16,989       $  12,920
 Accrued liabilities............................        22,311          15,806
 Accrued restructuring charges..................            --          53,387
 Deferred revenue...............................        19,466          20,889
 Due to related party...........................           799              --
                                                  ------------   -------------
  Total current liabilities.....................        59,565         103,002
Long-term liabilities...........................           477             190
                                                  ------------   -------------
  Total liabilities.............................        60,042         103,192
                                                  ------------   -------------
Shareholders' equity:
 Common stock, par value $0.01 per share;
  62,753,738 and 63,638,490 issued and
   outstanding shares at December 31, 2000
   and September 30, 2001, respectively.........           628             637
 Additional paid-in capital.....................       775,604         778,753
 Unearned compensation..........................          (316)           (149)
 Accumulated deficit............................      (101,518)       (639,482)
 Accumulated other comprehensive loss...........          (334)         (1,368)
                                                  ------------   -------------
  Total shareholders' equity....................       674,064         138,391
                                                  ------------   -------------
  Total liabilities and shareholders' equity....     $ 734,106       $ 241,583
                                                  ============   =============
</TABLE>
     See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                                 ENTRUST, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      (Unaudited)             (Unaudited)
                                                   THREE MONTHS ENDED      NINE MONTHS ENDED
                                                     SEPTEMBER 30,            SEPTEMBER 30,
                                                  -------------------    ----------------------
                                                    2000        2001       2000          2001
                                                  --------    -------    --------     ---------
<S>                                               <C>         <C>        <C>          <C>
(In thousands, except per share data)

Revenues:
  License......................................   $ 25,451    $12,288    $ 65,120     $  35,401
  Services and maintenance.....................     16,736     15,732      35,445        54,140
                                                  --------    -------    --------     ---------
      Total revenues...........................     42,187     28,020     100,565        89,541
                                                  --------    -------    --------     ---------
Cost of revenues:
  License......................................        787      1,247       2,677         3,355
  Services and maintenance.....................      9,982      9,710      20,614        34,368
                                                  --------    -------    --------     ---------
      Total cost of revenues...................     10,769     10,957      23,291        37,723
                                                  --------    -------    --------     ---------
Gross profit...................................     31,418     17,063      77,274        51,818
                                                  --------    -------    --------     ---------
Operating expenses:
  Sales and marketing..........................     21,337     13,971      49,099        78,770
  Research and development.....................      8,454      6,527      19,272        24,359
  General and administrative...................      3,745      3,313       8,659        17,363
  Acquired in-process research and
    development................................         --         --      29,614            --
  Amortization of purchased product rights.....      1,377        284       1,377         3,038
  Amortization of goodwill and other
    purchased intangibles......................     28,836      2,171      31,112        59,971
  Impairment of goodwill, purchased product
    rights and other purchased intangibles.....         --         --          --       326,953
  Restructuring charges........................         --         --          --        65,511
  Write-down of leaseholds and other
    long-lived assets..........................         --         --          --        13,519
                                                  --------    -------    --------     ---------
      Total operating expenses.................     63,749     26,266     139,133       589,484
                                                  --------    -------    --------     ---------
Loss from operations...........................    (32,331)    (9,203)    (61,859)     (537,666)
Interest income................................      3,767      1,511       9,380         7,154
Gain on disposition of strategic long-term
   investments.................................         --      1,420          --         1,420
Write-down of strategic long-term investments..         --     (1,723)         --        (7,823)
                                                  --------    -------    --------     ---------
Loss before income taxes.......................    (28,564)    (7,995)    (52,479)     (536,915)
Provision for income taxes.....................        212        303       1,921         1,049
                                                  --------    -------    --------     ---------
Net loss.......................................   $(28,776)   $(8,298)   $(54,400)    $(537,964)
                                                  ========    =======    ========     =========

Net loss per share:
      Basic....................................     $(0.46)    $(0.13)     $(0.99)       $(8.51)
      Diluted..................................     $(0.46)    $(0.13)     $(0.99)       $(8.51)
Weighted average common shares used in per
  share computations:
      Basic....................................     62,507     63,491      55,112        63,202
      Diluted..................................     62,507     63,491      55,112        63,202
</TABLE>
     See accompanying notes to condensed consolidated financial statements

                                       4

<PAGE>
                                 ENTRUST, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                            (Unaudited)
                                                                                         NINE MONTHS ENDED
                                                                                           SEPTEMBER 30,
                                                                                      ----------------------
                                                                                         2000         2001
                                                                                      ---------    ---------
<S>                                                                                   <C>          <C>
(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss........................................................................  $ (54,400)   $(537,964)
    Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
      Depreciation and amortization.................................................     35,537       69,293
      Acquired in-process research and development..................................     29,614           --
      Impairment of goodwill, purchased product rights and other
       purchased intangibles........................................................         --      326,953
      Non-cash other special non-recurring charges .................................         --        3,212
      Provision for doubtful accounts...............................................      1,273       11,786
      Write-down of leaseholds and other long-lived assets..........................         --       13,519
      Write-down of strategic long-term investments.................................         --        7,800
      Gain on disposition of strategic long-term investments........................         --       (1,584)
      Loss on disposition of short-term investments.................................         --          187
      Unearned compensation amortized...............................................        168          166
      Revenue from non-monetary transaction.........................................         --         (694)
    Changes in operating assets and liabilities, net of effects of acquisitions:
      (Increase) decrease in accounts receivable....................................    (14,024)      11,717
      Decrease in prepaid expenses and other........................................        144        2,802
      Increase (decrease) in accounts payable.......................................      7,929       (4,107)
      Increase (decrease) in accrued liabilities....................................      7,723       (6,745)
      Increase in accrued restructuring charges.....................................         --       53,387
      Increase in deferred revenue..................................................      2,741        1,452
      Decrease due to related party.................................................         --         (799)
                                                                                      ---------    ---------
        Net cash provided by (used in) operating activities.........................     16,705      (49,619)
                                                                                      ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of marketable investments.............................................   (226,761)    (170,874)
    Dispositions of marketable investments..........................................    112,075      253,620
    Purchases of property and equipment.............................................    (10,418)     (13,323)
    Increase in long-term investments...............................................    (15,601)      (1,790)
    Proceeds on disposition of long-term investments................................         --        4,632
    Increase in other long-term assets..............................................       (845)      (1,342)
    Net cash payments in purchase transactions......................................     (7,739)          --
                                                                                      ---------    ---------
      Net cash provided by (used in) investing activities...........................   (149,289)      70,923
                                                                                      ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of long-term liabilities...............................................        (59)        (281)
   Proceeds from exercise of stock options and employee stock purchase plan.........      8,419        3,158
   Proceeds from issuance of common stock, net of issuance costs....................    161,513           --
                                                                                      ---------    ---------
      Net cash provided by financing activities.....................................    169,873        2,877
                                                                                      ---------    ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.............................................       (164)         243
                                                                                      ---------    ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS...........................................     37,125       24,424
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD....................................     21,877       24,241
                                                                                      ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..........................................  $  59,002    $  48,665
                                                                                      =========    =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Issuance of common stock, stock options and warrants related to the
    acquisition of enCommerce, Inc..................................................  $ 482,272   $       --
                                                                                      =========   ==========
</TABLE>
     See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

                                 ENTRUST, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared on the same basis as the audited annual consolidated financial
statements and, in the opinion of management, include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position, results of operations and cash flows.
The results of operations for the nine months ended September 30, 2001 are not
necessarily indicative of the results to be expected for the full year. Certain
information and footnote disclosures normally contained in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with the Notes
to Consolidated Financial Statements for the year ended December 31, 2000
contained in the Company's Annual Report on Form 10-K.

NOTE 2.   RESTRUCTURING AND OTHER SPECIAL NON-RECURRING CHARGES

     On June 4, 2001, the Company announced a Board-approved restructuring
program to refocus on the most significant market opportunities and to reduce
operating costs due to the macroeconomic factors that are negatively affecting
technology investment in the market.  The restructuring program includes a
workforce reduction, consolidation of excess facilities, and discontinuance of
non-core products and programs.

     As a result of the restructuring and other related special non-recurring
charges and the impact of the macroeconomic conditions on the Company and its
global base of customers, the Company recorded restructuring and special non-
recurring charges of $433.6 million in the second fiscal quarter of 2001, as
outlined below (in millions):

<TABLE>
<CAPTION>
                                                                           Other
                                                                          Special              Total
                                                    Restructuring      Non-recurring          Special
                                                       Charges            Charges             Charges
                                                  -----------------  ------------------  ------------------
<S>                                               <C>                <C>                  <C>
Workforce reduction and other personnel costs            $13.5             $  4.1              $ 17.6

Consolidation of excess facilities                        38.2               13.5                51.7

Discontinuance of non-core
     products and programs                                13.8                6.4                20.2

Impairment of goodwill, purchased product rights
     and other purchased intangible assets                   -              327.0               327.0

Write-down of strategic long-term investments                -                6.1                 6.1

Bad debt write-offs and additional provisions to
     the allowance for doubtful accounts                     -               11.0                11.0
                                                  ---------------------------------------------------------
Total                                                    $65.5             $368.1              $433.6
                                                  =========================================================
</TABLE>

                                       6
<PAGE>

     The following paragraphs provide information relating to the restructuring
programs that resulted in total special charges of $433.6 million, which was
recorded in the second quarter of 2001.

Workforce reduction and other personnel costs

     The restructuring program resulted in the reduction of approximately 400
regular full-time employees across the Company, or 33% of the total workforce.
The reduction was across all major geographic locations, all business programs,
and all functions within the organization.  The reductions were more heavily
weighted in sales and marketing, non-core business programs such as
Entrust.Net(TM) and Entrust@YourService(TM) and secondary geographies such as
Asia Pacific and Latin America. The majority of the affected employees were
notified of their termination in the second quarter, and the workforce portion
of the restructuring is expected to be completed in the fourth quarter of 2001.
The Company recorded a workforce reduction charge of $13.5 million primarily
related to severance costs, fringe benefits due to severed employees and
outplacement services.

     Also, other special non-recurring charges include employee relocation
expenses, hiring fees and signing bonuses totaling $4.1 million, which is
recorded primarily in general and administrative expenses.

Consolidation of excess facilities

     The Company recorded restructuring costs of $38.2 million relating to the
consolidation of excess facilities.  The consolidation of excess facilities
includes a total of eight offices in seven cities throughout the world.  The
majority (approximately 85%) of the costs are related to the 75,000 square foot
facility in Santa Clara, CA.  The costs for consolidation of excess facilities
are related primarily to non-cancelable lease costs offset by estimated sublet
recoveries.  These costs will be payable over up to 10 years, which is the lease
term of the Santa Clara facility.

     In addition to the $38.2 million of restructuring costs related to excess
facilities, an additional $13.5 million of facilities-related costs were
recorded as a special non-recurring charge as a result of impairment of
leasehold improvements and property and equipment that was disposed of or
removed from operations as a result of the consolidation of excess facilities,
and were included in the write-down of leaseholds and other long-lived assets in
accordance with the provisions of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of". These assets
were identified as assets to be disposed of that would have no future benefit to
the Company. Therefore, these assets were reported at the lower of carrying
amount and fair value, less costs of disposition.  The majority of these costs
are non-cash charges.

Discontinuance of non-core products and programs

     In support of the restructuring objective to reduce costs and focus the
Company on core technologies, the Company discontinued several non-core products
and programs.  The discontinued products and programs, totaling $13.8 million,
are primarily related to the Company's services business initiatives and to
certain desktop applications for which the Company has not achieved the growth
and profitability targets in line with its core products and financial
objectives.  The restructuring charge also includes costs related to the exit of
certain marketing events and programs that had been committed to prior to the
restructuring, but which are being cancelled due to the change in corporate
focus.  The cash outflow related to the majority of these items is expected to
be substantially incurred by the end of the first quarter of fiscal 2002.

     The discontinuance of products and programs, and expenses related to
rebranding of the Company and its products, resulted in $6.4 million of special
non-recurring charges, which is primarily recorded in sales and marketing
expenses.

                                       7
<PAGE>

     The following table is a summary of the status of the accrued restructuring
charges as at September 30, 2001 (in millions):

<TABLE>
<CAPTION>
                                                                                         Accrued
                                                     Total                            Restructuring
                                                    Charges           Cash            Liabilities at
                                                    Accrued         Payments        September 30, 2001
                                                 --------------  ---------------  ----------------------
<S>                                              <C>             <C>              <C>
Workforce reduction and other personnel costs        $13.5            $ 8.8                $ 4.7

Consolidation of excess facilities                    38.2              1.6                 36.6

Discontinuance of non-core
     products and programs                            13.8              1.7                 12.1
                                               ---------------------------------------------------------
Total                                                $65.5            $12.1                $53.4
                                               =========================================================
</TABLE>


      No adjustments to the accruals for restructuring charges were recorded in
the three months ended September 30, 2001.

Impairment of goodwill, purchased product rights and other intangible purchased
assets

     Due to the decline in the Company's market capitalization, the decline in
current overall business conditions within its target market segments and the
restructuring program, the Company completed an assessment of the recoverability
of goodwill on its balance sheet. This impairment analysis indicated that the
carrying amount of the goodwill, purchased product rights and other purchased
intangible assets of the enCommerce and r3 acquisitions will not be recovered
through the estimated undiscounted future cash flows. The Company then completed
an analysis of the discounted future cash flows from the enCommerce, Inc.
acquisition and the r3 Security Engineering AG acquisition. The result of this
analysis is a charge of $327 million related to the impairment of goodwill,
purchased product rights and other purchased intangible assets. Goodwill,
purchased product rights and other purchased intangibles from the enCommerce
acquisition account for $325.4 million of the impairment. This acquisition has
failed to meet the financial planning forecasts made at the time of the
acquisition due largely to the change in the economic conditions since the time
of the acquisition and in part due to additional product development and
maintenance costs related to the getAccess(TM) product that are now estimated to
be required in the future and were not known at the time of the acquisition. The
remaining $1.6 million of goodwill impairment is the result of the r3
acquisition, which was impacted primarily by the workforce restructuring.

     Revenues from the enCommerce products and services are estimated to have
contributed approximately 20-25% to total revenues, but are estimated to have
generated operating losses since acquisition.  The results of operations related
to the r3 acquisition were not significant.

Write-down of strategic long-term investments

     The Company assesses the recoverability of the carrying value of its
strategic investments on a regular basis. Factors that the Company considers
important that could trigger impairment include, but are not limited to, the
likelihood that the related company would have insufficient cash flows to
operate for the next twelve months, significant changes in the operating
performance or business model, and changes in overall market conditions. The
Company recorded charges related to other than temporary declines in the value
of certain strategic investments of $6.1 million in the second quarter of 2001.
The Company recorded an additional write-down of $1.7 million on certain
strategic investments in the third quarter of 2001. The Company also recorded a
gain on the disposition of a strategic long-term investment of $1.4 million in
the three and nine months ended September 30, 2001.

                                       8
<PAGE>

Bad debt write-offs and additional provisions to the allowance for doubtful
accounts.

     Due to the changes in the economic environment and the impact of the
restructuring program, particularly the curtailment of certain products and
presence in certain geographies, the Company recorded bad debt write-offs and
additional provisions to the allowance for doubtful accounts totaling $11.0
million in the nine months ended September 30, 2001, which is recorded primarily
in sales and marketing expenses.



NOTE 3.   NET INCOME (LOSS) PER SHARE AND SHARES OUTSTANDING

      Basic net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of Common stock of all classes
outstanding during the period.  Diluted net income (loss) per share is computed
by dividing the net income (loss) by the weighted average number of shares of
Common stock and potential Common stock outstanding, and when dilutive,
exchangeable Special Voting stock on an as-if exchanged basis, and options to
purchase Common stock using the treasury stock method.  The dilutive effect of
the exchangeable Special Voting stock and the options to purchase Common stock
are excluded from the computation of diluted net income (loss) per share if
their effect is antidilutive.  For the three and nine months ended September 30,
2001, the antidilutive effect excluded 1,373,309 and 2,022,649 shares,
respectively, from the diluted net loss per share computation due to options to
purchase Common stock.

     In the three and nine months ended September 30, 2001, the Company issued
295,460 and 884,752 shares, respectively, of Common stock related to the
exercise of employee stock options and the sale of shares under the employee
stock purchase plan.

     On January 26, 2001, the Company's Board of Directors adopted, and
recommended to the stockholders to approve, articles of amendment to the
Company's charter to (i) increase the total number of authorized shares of
Common stock, $0.01 par value per share, from 100,000,000 shares to 250,000,000
shares and (ii) eliminate the Special Voting stock from the Company's authorized
capital and delete all references to Special Voting stock contained in the
Company's charter. The stockholders adopted this proposal at their annual
meeting on April 27, 2001. On April 22, 2001, the Company issued a warrant to
purchase 258,333 shares of the Company's Common stock, with an exercise price of
$6.87 per share and expiration date of April 22, 2004, to a consultant of the
Company. The estimated fair value of these warrants at their date of grant was
$1.0 million, which was charged to expense in the period that the grant occurred
because these warrants were fully vested at grant.


NOTE 4.   STOCK OPTION EXCHANGE PROGRAM

     On June 19, 2001, the Company announced a voluntary stock option exchange
program for its eligible employees. Under the program, Company employees were
offered the opportunity, if they so choose, to cancel certain outstanding stock
options to purchase shares of Common stock, previously granted to them.  In
exchange these employees will receive new options that will be granted under the
1999 Non-Officer Employee Stock Incentive Plan. The number of shares subject to
the new options to be granted to each eligible employee will depend on the
exercise price of the options tendered by the eligible employee and accepted for
exchange. If the tendered options carry an exercise price of less than $50 per
share, then the number of shares subject to new options will be equal to the
number of shares subject to the options cancelled.  If the tendered options
carry an exercise price of $50 per share or more, then the number of shares
subject to new options will be equal to one-half (1/2) the number of shares
subject to the options cancelled. The new options are to be granted at a future
date, at least six months and one day from the cancellation date, which was July
30, 2001. The exercise price of these new options will be equal to the fair
market value of the Company's Common stock on the date of grant, which is not
expected to be later than January 31, 2002. In addition, based on the July 30,
2001 cancellation date, those employees that choose to participate in the offer
will also be required to tender all options granted since January 30, 2001. New
options to be issued will have terms and conditions that are substantially the
same

                                       9
<PAGE>

as those of the cancelled options. This voluntary exchange program complies with
FASB Interpretation Bulletin 44, "Accounting for Certain Transactions Involving
Stock Compensation" and, accordingly, is not expected to result in any variable
compensation charges. Members of the Company's Board of Directors and executive
officers are not eligible to participate in this program.

      Pursuant to the terms and conditions of the Offer to Exchange, a total of
592 eligible optionees participated in the option exchange program. The Company
has accepted for cancellation options to purchase 5,725,613 shares of its Common
stock. As of November 9, 2001, subject to the terms and conditions of the Offer
to Exchange, the Company expects to grant new options to purchase 5,158,627
shares of its Common stock on January 31, 2002 in exchange for the options
surrendered and accepted under the program.

NOTE 5.   INVESTMENTS AND EQUITY HEDGING INSTRUMENT

      The Company maintains marketable investments mainly in a strategic cash
management account. This account is invested primarily in highly rated corporate
securities, in securities guaranteed by the U.S. government or its agencies and
highly rated municipal bonds, primarily with a remaining maturity of not more
than 12 months. The Company has the intent and ability to hold all investments
until maturity. Therefore, all such investments are classified as held to
maturity investments, and are stated at amortized cost. At September 30, 2001,
the amortized cost of the Company's held to maturity investments approximated
fair value. Based on contractual maturities, $108.4 million of these marketable
investments were included in current assets while $9.8 million were included in
long-term assets.

      In addition, the Company has invested in an equity instrument of a
publicly traded technology company.  This investment has been classified as
available for sale, in current assets, and is carried at fair value based on
quoted market prices.  This instrument is considered to be short-term in nature
as it is management's intention to dispose of this investment within the year.
Realized gains and losses on disposition of available for sale marketable
investments are included in other income in the results of operations.
Unrealized gains and losses are included in other comprehensive income, except
that the portion designated as being hedged in a fair value hedge is recognized
in other income during the period of the hedge.

      The Company has a policy that allows for the use of hedges on equity
investments in publicly traded companies.  The Company had entered into and
designated such a hedge on the investment classified as available for sale, in
the form of a call option hedge that enables the Company to receive, from the
investee, a combination of cash and additional in-kind equity securities equal
to any deficiency between the original cost basis of the equity securities and
the aggregate of the market values on the dates that the securities are made
available for sale on the applicable public equity market.  This option is
accounted for as a "fair value hedge" in accordance with SFAS No. 133.  As of
September 30, 2001, the fair value of the call option was $1.9 million, which is
equal to the total of the realized and unrealized losses on the
related investment.

     Effective January 1, 2001, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", as amended by SFAS No. 137
and SFAS No. 138, which establishes accounting and reporting standards for
derivative financial instruments and hedging activities and requires the
recognition of all derivatives as either assets or liabilities on the balance
sheet and measurement at fair value.  The adoption of SFAS No. 133 did not have
a significant impact on the Company's financial position or results of
operations because the Company is engaged in limited derivatives use.  In
implementing SFAS No. 133, the Company reclassified both the unrealized loss on
the investment and the offsetting unrealized gain on the related hedge of $1.5
million at January 1, 2001 from accumulated other comprehensive income to
results of operations with zero net effect on earnings.

      The Company holds equity securities stated at cost, which represent long-
term investments in private companies made for business and strategic alliance
purposes.  The Company's ownership share in these companies ranges from 1% to
10% of voting share capital.  Consistent with the Company's policies for other
long-lived assets, the carrying value of these long-term investments is
periodically reviewed for impairment based upon such quantitative measures as
undiscounted cash flows as well as qualitative factors.  In addition, the
Strategic Investment Committee of the Board of Directors monitors and assesses
the ongoing operating performance of the underlying companies for evidence of
impairment.  The Company recorded impairments totaling $1.7 million and $7.8
million with respect to these investments in the three and nine months ended
September 30, 2001, respectively. In addition, the Company recorded a gain on
disposition of a strategic long-term investment in the amount of $1.4 million
in the third quarter of 2001.

                                       10
<PAGE>

      The Company recorded revenues representing less than 2% and 4% of total
revenues for the three and nine months ended September 30, 2001, respectively,
with respect to arm's-length transactions with companies in which it has made
strategic equity investments recorded at cost.


NOTE 6.   SEGMENT AND GEOGRAPHIC INFORMATION

Segment information

     The Company conducts business in one operating segment: the design,
production and sale of software products and related services for encryption,
digital signature and authorization. The nature of the Company's products and
services is similar and, in general, the type of customers for those products
and services is not distinguishable. The Company does, however, prepare
information for internal use by the Chief Operating Decision Maker ("CODM"), the
President and Chief Executive Officer, on a geographic basis. Accordingly, the
Company has included a summary of the segment financial information reported to
the CODM as follows in the next section regarding geographic information.

Geographic information

     Revenues are attributed to specific geographical areas based on where the
sales order originated.  Company assets are identified with operations in the
respective geographic areas.



     The Company operates in three main geographic areas as follows:

<TABLE>
<CAPTION>
                                                                   (Unaudited)                              (Unaudited)
                                                                Three Months Ended                        Nine Months Ended
                                                            ---------------------------             -----------------------------
                                                                  September 30,                            September 30,
                                                            ---------------------------             -----------------------------
                                                              2000                 2001               2000                 2001
                                                            --------             -------            --------            ---------
                                                                                       (in thousands)
<S>                                                         <C>                  <C>                <C>                 <C>
Revenues:
      United States..............................           $ 24,837             $10,912            $ 53,336            $  38,233
      Canada.....................................              3,778               7,774              16,199               21,518
      Europe, Asia and Other.....................             13,572               9,334              31,030               29,790
                                                            --------             -------            --------            ---------
       Total revenues............................           $ 42,187             $28,020            $100,565            $  89,541
                                                            ========             =======            ========            =========
Income (loss) before income taxes:
      United States..............................           $(28,986)            $(6,697)           $(56,693)           $(509,143)
      Canada.....................................             (1,082)             (2,080)              2,217              (30,780)
      Europe, Asia and Other.....................              1,504                 782               1,997                3,008
                                                            --------             -------            --------            ---------
       Total loss before income taxes............           $(28,564)            $(7,995)           $(52,479)           $(536,915)
                                                            ========             =======            ========            =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                     (Unaudited)
                                                                  December 31,      September 30,
                                                                  ------------      -------------
                                                                      2000               2001
                                                                  ------------      -------------
                                                                          (in thousands)
<S>                                                               <C>               <C>

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>               <C>
Total assets:
      United States..............................                     $671,103          $ 206,303
      Canada.....................................                       45,628             28,157
      Europe, Asia and Other.....................                       17,375              7,123
                                                                      --------          ---------
          Total..................................                     $734,106          $ 241,583
                                                                      ========          =========
</TABLE>

NOTE 7.   COMPREHENSIVE INCOME (LOSS)

     The components of comprehensive income (loss) are as follows:

<TABLE>
<CAPTION>
                                                (Unaudited)                (Unaudited)
                                                Three Months               Nine Months
                                            -------------------       ----------------------
                                            Ended September 30,         Ended September 30,
                                            -------------------       ----------------------
                                              2000        2001           2000         2001
                                            --------    -------        --------    ---------
                                                            (in thousands)
<S>                                         <C>        <C>            <C>             <C>
Net loss...............................     $(28,776)   $(8,298)       $(54,400)   $(537,964)
Translation adjustments................         (992)      (553)            (16)      (1,034)
                                            --------    -------        --------    ---------
Comprehensive loss.....................     $(29,768)   $(8,851)       $(54,416)   $(538,998)
                                            ========    =======        ========    =========
</TABLE>


NOTE 8.   LEGAL PROCEEDINGS

     On July 7, 2000, an action entitled Frankel v. Entrust Technologies, Inc.,
et al., No. 2-00-CV-119, was filed in the U.S. District Court for the Eastern
District of Texas.  Subsequently, several similar actions were filed in the same
court.  All of these actions have been consolidated.  On January 22, 2001, a
consolidated amended complaint was filed.  The consolidated amended complaint
purports to be a class action lawsuit brought on behalf of persons who purchased
or otherwise acquired the Company's Common stock during the period from October
19, 1999 through July 3, 2000.  The complaint alleges that the defendants
misrepresented and failed to disclose certain information about its business and
prospects.  The complaint asserts claims under the Securities Exchange Act of
1934.  The complaint does not specify the amount of damages sought.

     The Company moved to dismiss the consolidated complaint.  On July 31, 2001,
the Court granted the motion to dismiss.  The Court granted plaintiffs 30 days
leave to file an amended complaint.  On August 30, 2001, plaintiffs filed an
amended complaint.  On September 21, 2001, the Company moved to dismiss the
amended complaint.  The Court has not yet ruled on the Company's motion to
dismiss.  There has been no discovery to date, and no trial date has been
established.

     The Company believes this class action is without merit and intends to deny
all material allegations and to defend itself vigorously.  An adverse judgment
or settlement in this lawsuit could have a significant adverse impact on the
Company's future financial condition or results of operations.

NOTE 9.   RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board ("FASB") approved
for issuance Statement of Financial Accounting Standards No. 141 ("SFAS No.
141"), "Business Combinations". This standard eliminates the pooling method of
accounting for business combinations initiated after June 30, 2001. In addition,
SFAS No. 141 addresses the accounting for intangible assets and goodwill
acquired in a business combination. This portion of SFAS No. 141 is effective
for business combinations completed after June 30, 2001. The Company does not
expect SFAS No. 141 to have a material effect on the Company's financial
position or results of operations.

    Also in June 2001, the FASB approved for issuance Statement of Financial
Accounting Standards No. 142 ("SFAS No. 142"), "Goodwill and Intangible Assets",
which revises the accounting for purchased goodwill and intangible assets. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives will no
longer be amortized, but will be tested for impairment annually and also in the
event of an impairment indicator. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001, with early adoption permitted for companies
with fiscal years beginning after March 15, 2001 if their first quarter
financial statements have not previously been issued. The Company expects that
adoption of SFAS No. 142 will reduce annual amortization expense by
approximately $8.7 million. The Company is still in the process of evaluating
the complete impact of the provisions of SFAS No. 142.

     The FASB also issued Statement of Financial Accounting Standards No. 144
("SFAS No. 144"), "Accounting for the Impairment or Disposal of Long-Lived
Assets", which is effective for fiscal years beginning after December 15, 2001.
SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 144 provides
a single method of accounting for long-lived assets to be disposed of and
retains requirements found in SFAS No. 121 with regard to the impairment of
long-lived assets. The Company is in the process of evaluating the impact of the
provisions of SFAS No. 144.

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

     This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including without limitation statements regarding our expectations,
beliefs, intentions or strategies regarding the future.

                                       12
<PAGE>

All forward-looking statements included in this report are based on information
available to us, up to and including, the date of this document, and we assume
no obligation to update any such forward-looking statements. Our actual results
could differ significantly from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth below,
under "Overview", "Certain Factors that May Affect Our Business" and elsewhere
in this report.

OVERVIEW

     We are a leading global provider of Internet security solutions and
services that make it safe to do business and complete transactions over the
Internet. We have the industry's broadest set of identification, entitlements,
verification, privacy and security management capabilities. Major corporations,
service providers, financial institutions and government agencies in more than
40 countries rely on the privacy, security and trust provided through our
portfolio of award-winning technologies.

     Our quarterly operating results have varied substantially in the past and
are likely to vary substantially from quarter to quarter in the future due to a
variety of factors. In particular, our period-to-period operating results are
significantly dependent upon the completion date of large license agreements. In
this regard, the purchase of our products often requires a significant capital
investment, which customers may view as a discretionary cost and, therefore, a
purchase that can be deferred or cancelled due to budgetary or other business
reasons.  Estimating future revenues is also difficult because we ship our
products soon after an order is received and, therefore, we do not have a
significant backlog. Thus, quarterly license revenues are heavily dependent upon
orders received and shipped within the same quarter. Moreover, we have generally
recorded a significant portion of our total quarterly revenues in the third
month of a quarter, with a concentration of these revenues in the last half of
that third month. This concentration of revenues is influenced by customers'
tendencies to make significant capital expenditures at the end of a fiscal
quarter. We expect these revenue patterns to continue for the foreseeable
future. In addition, quarterly license revenues are dependent on the timing of
revenue recognition, which can be affected by many factors, including the timing
of customer installations and acceptance.  Accordingly, we have from time to
time experienced delays in recognizing revenues with respect to certain orders.
In any period a significant portion of our revenue may be derived from large
sales to a limited number of customers.  Despite the uncertainties in our
revenue patterns, our operating expenses are based upon anticipated revenue
levels and such expenses are incurred on an approximately ratable basis
throughout the quarter.   As a result, if expected revenues are delayed or
otherwise not realized in a quarter for any reason, our business, operating
results and financial condition would be adversely affected in a significant
way.  See "Certain Factors That May Affect Our Business".



RESULTS OF OPERATIONS

     The following table sets forth certain condensed consolidated statement of
operations data expressed as a percentage of total revenues for the periods
indicated:

<TABLE>
<CAPTION>
                                                      (Unaudited)             (Unaudited)
                                                  THREE MONTHS ENDED       NINE MONTHS ENDED
                                                     SEPTEMBER 30,           SEPTEMBER 30,
                                                  ------------------      -------------------
                                                   2000        2001        2000        2001
                                                  ------      ------      ------      -------
<S>                                               <C>         <C>         <C>         <C>

</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
<S>                                               <C>         <C>         <C>         <C>
Revenues:
  License......................................     60.3%       43.9%       64.8%        39.5%
  Services and maintenance.....................     39.7        56.1        35.2         60.5
                                                  ------      ------      ------      -------

      Total revenues...........................    100.0       100.0       100.0        100.0
                                                  ------      ------      ------      -------

Cost of revenues:
  License......................................      1.8         4.4         2.7          3.7
  Services and maintenance.....................     23.7        34.7        20.5         38.4
                                                  ------      ------      ------      -------

      Total cost of revenues...................     25.5        39.1        23.2         42.1
                                                  ------      ------      ------      -------

Gross profit...................................     74.5        60.9        76.8         57.9
                                                  ------      ------      ------      -------

Operating expenses:
  Sales and marketing..........................     50.6        49.9        48.8         88.0
  Research and development.....................     20.0        23.3        19.2         27.2
  General and administrative...................      8.9        11.8         8.6         19.4
  Acquired in-process research and
        development............................       --          --        29.4           --
  Amortization of purchased product rights.....      3.3         1.0         1.4          3.4
  Amortization of goodwill and other
       purchased intangibles...................     68.3         7.7        30.9         67.0
  Impairment of goodwill, purchased product
       rights and other purchased intangibles..       --          --          --        365.1
  Restructuring charges........................       --          --          --         73.2
  Write-down of leaseholds and other
       long-lived assets.......................       --          --          --         15.1
                                                  ------      ------      ------      -------
         Total operating expenses..............    151.1        93.7       138.3        658.4
                                                  ------      ------      ------      -------
Loss from operations...........................    (76.6)      (32.8)      (61.5)      (600.5)
Interest income................................      8.9         5.4         9.3          8.0
Gain on disposition of strategic long-term
        investments............................       --         5.1          --          1.6
Write-down of strategic long-term investments..       --        (6.2)         --         (8.7)
                                                  ------      ------      ------      -------
Loss before income taxes.......................    (67.7)      (28.5)      (52.2)      (599.6)
Provision for income taxes.....................      0.5         1.1         1.9          1.2
                                                  ------      ------      ------      -------

Net loss.......................................    (68.2)%     (29.6)%     (54.1)%     (600.8)%
                                                  ======      ======      ======      =======
</TABLE>

REVENUES

     We generate revenues from licensing the rights to our software products to
end-users and, to a lesser extent, from sublicense fees from resellers. We also
generate revenues from consulting, training and post-contract support, or
maintenance, performed for customers who license our products.  We recognize
revenues in accordance with the provisions of the American Institute of
Certified Public Accountants' Statement of Position ("SOP") No. 97-2, "Software
Revenue Recognition" and SOP No. 98-9, "Modifications of SOP 97-2, Software
Revenue Recognition, with Respect to Certain Transactions".

     Revenues from perpetual software license agreements are recognized as
revenue upon receipt of an executed license agreement, or an unconditional order
under an existing license agreement, and shipment of the software, if there are
no significant remaining vendor obligations, collection of the receivable is
probable and payment is due within twelve months.  Revenues from license
agreements requiring the delivery of significant unspecified software products
in the future are accounted for as subscriptions and, accordingly, are
recognized ratably over the term of the agreement from the first instance of
product delivery.

                                       14
<PAGE>

     Revenues from maintenance services are recognized ratably over the term of
the maintenance period, which is typically one year. If maintenance services are
included free of charge or discounted in a license agreement, such amounts are
unbundled from the license fee at their fair market value based upon the value
established by independent sales of such maintenance to customers. Revenues from
the sale of Entrust.Net(TM) Web server certificates are also recognized ratably
over the term of the certificate (typically one to two years).

     Consulting and training revenues are generally recognized as the services
are performed. Consulting services are typically performed under separate
service agreements and are usually performed on a time and materials basis.
Such services primarily consist of implementation services related to the
installation and deployment of our products and do not include significant
customization or development of the underlying software code.

     We use the percentage of completion method to account for fixed price
custom development contracts.  Under this method, we recognize revenue and
profit as the work on the contract progresses.  Revenues are recognized by
applying the percentage of the total cost incurred to date divided by the total
estimated contract cost to the total contract value, and any projected loss is
recognized immediately.  The total project cost estimates are reviewed on a
regular basis.


Total Revenues

     Total revenues decreased 34% from $42.2 million for the three months ended
September 30, 2000 to $28.0 million for the three months ended September 30,
2001.  Total revenues decreased 11% from $100.6 million for the nine months
ended September 30, 2000 to $89.5 million for the nine months ended September
30, 2001.  Total revenues derived from North America in the three months ended
September 30, 2001 decreased 35% to $18.7 million from $28.6 million in the same
period in 2000, while total revenues derived from outside of North America
decreased 32% from $13.6 million for the three months ended September 30, 2000
to $9.3 million for the three months ended September 30, 2001.  Total revenues
derived from North America in the nine months ended September 30, 2001 decreased
14% to $59.8 million from $69.5 million in the same period in 2000, while total
revenues derived from outside of North America decreased 4% from $31.0 million
for the nine months ended September 30, 2000 to $29.8 million for the nine
months ended September 30, 2001.  The majority of the overall decline in total
revenues in the first nine months of 2001 was experienced in North America,
which is reflective of the prolonged economic downturn experienced in this
region. Also, until the end of the second quarter of 2001, we focused on growing
our revenue base internationally, particularly in Europe, Asia, and South
America, which resulted in a smaller decline in non-North American revenues for
the nine months ended September 30, 2001, compared to the same period in 2000
than the decline in North American revenues for the same period.  The decrease
in revenues in the third quarter of 2001 compared to the same period in 2000 was
due mainly to the continued softening of the economic climate internationally
and to our restructuring program from the second quarter of 2001, which resulted
in fewer sales resources being applied in all regions, but specifically in Asia
Pacific and Latin America.  The level of non-North American revenues has
fluctuated from period to period and this trend is expected to continue for the
foreseeable future. In the three months ended September 30, 2001, one customer
accounted for 15% of total revenues. In the first nine months of 2001, one
customer accounted for approximately 13% of total revenues, while no other
single customer accounted for 10% or more of total revenues.

License Revenues

     License revenues decreased 52% from $25.5 million for the three months
ended September 30, 2000 to $12.3 million for the three months ended September
30, 2001, representing 60% and 44% of total revenues in the respective periods.
License revenues decreased 46% from $65.1 million for the nine months ended
September 30, 2000 to $35.4 million for the nine months ended September 30,
2001, representing 65% and 40% of total revenues in the respective periods.  The
decrease in license revenues in absolute dollars was primarily due to the
slowing of the global economy, particularly the continued economic downturn
experienced in North America. The types of license transactions most
significantly impacted by the less favorable economic conditions were those
license transactions greater than $500,000 in value, which normally represent a

                                       15
<PAGE>

substantial deployment to a broad base of users or the addition of new
applications to customers' previously installed infrastructure. The rapid global
downturn has had a significant impact on information technology projects and, as
a result, customers could not make the commitments we were expecting in the
first three quarters of 2001, compared to the previous year. License revenues as
a percentage of total revenues decreased for the three and nine months ended
September 30, 2001 compared to the same periods in 2000, partly due to continued
strong demand for services and maintenance from our customers and increased
professional services revenues from the addition of CygnaCom Solutions, Inc. in
March 2000, and enCommerce, Inc. in June 2000, and partly due to decreased
license revenues in the first nine months of 200l.

Services and Maintenance Revenues

     Services and maintenance revenues decreased 6% from $16.7 million for the
three months ended September 30, 2000 to $15.7 million for the three months
ended September 30, 2001, representing 40% and 56% of total revenues in the
respective periods.  Services and maintenance revenues increased 53% from $35.4
million for the nine months ended September 30, 2000 to $54.1 million for the
nine months ended September 30, 2001, representing 35% and 60% of total revenues
in the respective periods.  The increase in services and maintenance revenues in
absolute dollars for the nine months ended September 30, 2001, compared to the
same period in 2000, was primarily the result of an increase in demand for
consulting services and customer support, the acquisitions of CygnaCom and
enCommerce, and increases in maintenance revenues from a larger installed
product base and strong customer renewals of annual maintenance agreements.  The
growth in our customer base has resulted in acceleration in the demand from
customers to assist them in deploying our solutions. We have invested heavily in
additional professional services resources in response to this increased demand
from customers. The decrease in services and maintenance revenues in absolute
dollars from the three months ended September 30, 2000 to the three months ended
September 30, 2001 was primarily due to the completion of a large professional
services contract in Europe in the second quarter of 2001, resulting in some
lower utilization rates in this region during the third quarter of 2001. The
increase in services and maintenance revenues as a percentage of total revenues
reflected a continuing shift in mix of revenues from license to services and
maintenance revenues in the first nine months of 2001 compared to the same
period in 2000. This shift was largely due to the continued growth of our
services and maintenance business in response to customer demand, the impact of
the professional services revenues of CygnaCom and enCommerce since their
respective acquisitions, and the decrease in license revenues in the first nine
months of 2001. We continue to focus on developing new service offerings for our
customers that are core to our business and also on building our relationships
with third-party service providers so that we have adequate resources available
to meet the demand of our customers.


COST OF REVENUES

Cost of License Revenues

     Cost of license revenues consists primarily of costs associated with
product media, documentation, packaging and royalties to third-party software
vendors.  Amortization of purchased product rights acquired as part of the
acquisition of enCommerce has been excluded from cost of license revenues and
instead has been included in operating expenses.  Cost of license revenues
increased from $787,000 for the three months ended September 30, 2000 to $1.2
million for the three months ended September 30, 2001, representing 2% and 4% of
total revenues for the respective periods.  Cost of license revenues increased
from $2.7 million for the nine months ended September 30, 2000 to $3.4 million
for the nine months ended September 30, 2001, representing 3% and 4% of total
revenues for the respective periods.  The increase in cost of license revenues
in absolute dollars and as a percentage of total revenues was primarily a result
of higher royalty fees paid to third-party software vendors, as we have
incorporated a higher level of third-party software in our products sold in the
first nine months of 2001 despite lower license revenue levels, compared to the
same period of 2000.  Also, we incurred additional royalty fees in conjunction
with the shipment of upgrades for our new version release of Entrust/Authority
6.0.  The mix of third-party products may vary from period to period and,
consequently, our gross margins and results of operations could be adversely
affected.

                                       16
<PAGE>

Cost of Services and Maintenance Revenues

     Cost of services and maintenance revenues consists primarily of personnel
costs associated with customer support, training and consulting services, as
well as amounts paid to third-party consulting firms for those services.  Cost
of services and maintenance revenues decreased from $10.0 million for the three
months ended September 30, 2000 to $9.7 million for the three months ended
September 30, 2001, representing 24% and 35% of total revenues for the
respective periods.  Cost of services and maintenance revenues increased from
$20.6 million for the nine months ended September 30, 2000 to $34.4 million for
the nine months ended September 30, 2001, representing 21% and 38% of total
revenues for the respective periods.  The increase in absolute dollars during
the nine months ended September 30, 2001 reflected the increased costs incurred
during the first three quarters of 2001, which are associated with the increased
levels of services and maintenance revenues experienced in this period and the
increased costs associated with the CygnaCom and enCommerce resources.  The
costs of services and maintenance revenues for the three months ended September
30, 2001, compared to the same period in 2000, has remained fairly consistent.
The increase in the cost of services and maintenance revenues as a percentage of
total revenues in the three and nine months ended September 30, 2001 reflected
the rapid growth of services and maintenance revenues in comparison to license
revenues, and reflected the significant shift in the mix of revenues from
license to services and maintenance revenues in the first nine months of 2001
compared to the first nine months of 2000.  As the services and maintenance
revenues represented the larger proportion of total revenues and grew faster
than total revenues, the cost of generating those services and maintenance
revenues represented a much larger percentage when compared against total
revenues, because significant investment was necessary in order to prepare for
current and future growth in this business.  Also, we made significant
investments in additional customer support personnel to support the growing base
of customers with previously installed products.


     Services and maintenance gross profit as a percentage of services and
maintenance revenues was 40% and 38% for the three months ended September 30,
2000 and 2001, respectively.  Services and maintenance gross profit as a
percentage of services and maintenance revenues was 42% and 37% for the nine
months ended September 30, 2000 and 2001, respectively.  This decrease in the
services and maintenance gross profit as a percentage of services and
maintenance revenues for the three and nine months ended September 30, 2001,
compared to the same periods in 2000, reflected the investment we made in the
professional services team through the acquisition of CygnaCom late in the first
quarter of 2000 and enCommerce at the end of the second quarter of 2000, which
represented a slight shift in the mix of components within services revenues
toward the lower-margin professional services revenues. Also, the decrease in
the services and maintenance gross profit as a percentage of services and
maintenance revenues reflected the investment made in additional customer
support personnel since the first half of 2000, and the continued development
and rollout of our new services offerings, especially prior to our
restructuring.



OPERATING EXPENSES

Sales and Marketing

<TABLE>
<CAPTION>
                                                             (Unaudited)              (Unaudited)
                                                             Three Months             Nine Months
                                                         -------------------      --------------------
                                                         Ended September 30,       Ended September 30,
                                                         -------------------      --------------------
                                                           2000        2001         2000         2001
                                                         -------     -------      -------      -------
                                                                        (in thousands)
<S>                                                      <C>         <C>          <C>          <C>
Per statement of operations...................           $21,337     $13,971      $49,099      $78,770
Less: Special non-recurring charges included..               ---         ---          ---       15,915
                                                         -------     -------      -------      -------
Pro forma.....................................           $21,337     $13,971      $49,099      $62,855
                                                         =======     =======      =======      =======
Percentage of total revenues..................                51%         50%          49%          70%
                                                         =======     =======      =======      =======
</TABLE>

                                       17
<PAGE>

     Sales and marketing expenses decreased from $21.3 million for the three
months ended September 30, 2000 to $14.0 million for the comparable period in
2001, and increased from $49.1 million for the nine months ended September 30,
2000 to $62.9 million, on a pro forma basis, for the comparable period in 2001.
Sales and marketing expenses represented 51% and 49% of total revenues for the
three and nine months ended September 30, 2000, compared to 50% and 70%, on a
pro forma basis, for the same periods in 2001. The decrease in absolute dollars
for the three months ended September 30, 2001 compared to the same period in the
previous year was due mainly to the cost reduction strategies implemented
through our restructuring program which took effect in June 2001. The increase
in absolute dollars in the first nine months of 2001 was primarily the result of
costs associated with the expansion of our sales and marketing organization,
both domestically and internationally during the first half 2001. In addition,
until the implementation of our restructuring plan, in June 2001, we continued
to make significant investments in marketing to support the launch of new
products, services and marketing programs. We had continued our strategy of
investing in (a) hiring and training the members of our direct sales
organization in anticipation of future market growth, and (b) marketing efforts
in support of new product launches. Further, failure of these investments, as
adjusted through our restructuring plan, to generate future revenues will have a
significant adverse effect on our operations. The sales and marketing expenses
as a percentage of total revenues for the three months ended September 30, 2001,
compared to the same period in 2000, has remained fairly consistent. However,
the increase in sales and marketing expenses as a percentage of total revenues
for the nine months ended September 30, 2001, compared to the same period in
2000, was mainly due to the combination of lower than expected license revenues
in the first half of 2001, and sales and marketing expenses that were largely
fixed prior to the beginning of each of the first two quarters of 2001 based on
expected license revenues for those periods. The increase in sales and marketing
expenses as a percentage of total revenues in the first nine months of 2001 also
reflected the increased expenses related to the impact of the enCommerce sales
and marketing organization. We will continue to focus on improving the
productivity of our sales and marketing organizations, in light of the current
economic conditions.


Research and Development

<TABLE>
<CAPTION>
                                                             (Unaudited)                 (Unaudited)
                                                             Three Months                Nine Months
                                                          -------------------        -------------------
                                                          Ended September 30,        Ended September 30,
                                                          -------------------        -------------------
                                                           2000         2001           2000        2001
                                                          ------       ------        -------     -------
                                                                          (in thousands)
<S>                                                       <C>          <C>           <C>         <C>
Per statement of operations...................            $8,454       $6,527        $19,272     $24,359
Less: Special non-recurring charges included..               ---          ---            ---         ---
                                                          ------       ------        -------     -------
Pro forma.....................................            $8,454       $6,527        $19,272     $24,359
                                                          ======       ======        =======     =======
Percentage of total revenues..................                20%          23%            19%         27%
                                                          ======       ======        =======     =======
</TABLE>


     Research and development expenses decreased from $8.5 million for the three
months ended September 30, 2000 to $6.5 million for the comparable period in
2001, and increased from $19.3 million for the nine months ended September 30,
2000 to $24.4 million for the comparable period in 2001. Research and
development expenses represented 20% and 19% of total revenues for the three and
nine months ended September 30, 2000, compared to 23% and 27% for the comparable
periods in 2001. The decrease in absolute dollars for the three months ended
September 30, 2001 compared to the same period in the previous year was due
mainly to the cost reduction strategies implemented through our restructuring
program which took effect in June 2001. The increase in research and development
expenses in absolute dollars in the first nine months of 2001 reflected higher
expenses related to increased staffing of software developers during the first
half of 2001. We had hired these employees primarily in connection with the
continuing expansion, enhancement and globalization of our product offerings,
our commitment to quality assurance and testing, and the addition of development
employees in connection with the acquisition of


                                       18
<PAGE>

enCommerce. Research and development expenses as a percentage of total revenues
increased for the three and nine months ended September 30, 2001, compared to
the same periods in the previous year, due primarily to the lower than expected
license revenues in the first half of 2001, as these costs were largely fixed
prior to the start of the first two quarters of 2001, and due to the acquisition
of enCommerce and the corresponding addition of the getAccess(TM) development
team. The cost reduction impact of our restructuring on research and development
expenses did not come into effect until June 2001. However, we believe that we
must continue to invest in research and development in order to maintain our
technological leadership position and, thus, we expect research and development
to increase in absolute dollars in the future as additional experienced security
experts and software engineers are required.


General and Administrative

<TABLE>
<CAPTION>
                                                   (Unaudited)             (Unaudited)
                                                   Three Months            Nine Months
                                                -------------------    -------------------
                                                Ended September 30,    Ended September 30,
                                                -------------------    -------------------
                                                             (in thousands)
<S>                                             <C>          <C>       <C>         <C>
                                                 2000         2001      2000         2001
                                                ------       ------    ------      -------

Per statement of operations...................  $3,745       $3,313    $8,659      $17,363
Less: Special non-recurring charges included..     ---          ---       ---        5,596
                                                ------       ------    ------      -------
Pro forma.....................................  $3,745       $3,313    $8,659      $11,767
                                                ======       ======    ======      =======
Percentage of total revenues..................       9%          12%        9%          13%
                                                ======       ======    ======      =======
</TABLE>


     General and administrative expenses decreased from $3.7 million for the
three months ended September 30, 2000 to $3.3 million for the comparable period
in 2001, and increased from $8.7 million for the nine months ended September 30,
2000 to $11.8 million, on a pro forma basis, for the comparable period in 2001.
General and administrative expenses represented 9% of total revenues for each of
the three and nine months ended September 30, 2000, compared to 12% and 13%, on
a pro forma basis, for the comparable periods in 2001. The decrease in absolute
dollars for the three months ended September 30, 2001 compared to the same
period in the previous year was due mainly to the cost reduction strategies
implemented through our restructuring program which took effect in June 2001.
The increase in general and administrative expenses in absolute dollars in the
first nine months of 2001, and as a percentage of total revenues for the third
quarter of 2001, reflected our continued investment in increased staffing and
related expenses for the enhancement of the infrastructure necessary to support
our changing business, including investor relations programs, improved
management information systems and the increased utilization of outside
professional service firms. In addition, the increase in general and
administrative expenses compared to the first nine months of 2000 was partly due
to expenses we incurred in connection with the resignation of a senior
executive. General and administrative expenses as a percentage of total revenues
increased for the nine months ended September 30, 2001, compared to the same
period in the previous year, due primarily to the lower than expected license
revenues in the first half of 2001, as these costs were largely fixed prior to
the start of each quarter. The cost reduction impact of our restructuring on
general and administrative expenses did not come into effect until June 2001. We
continue to look for ways to gain additional efficiencies in our administrative
processes.


Acquired In-process Research and Development and Amortization of Goodwill,
Purchased Product Rights and Other Purchased Intangibles

     On March 14, 2000, we completed the acquisition of CygnaCom, a company
based in McLean, Virginia that delivers information technology products and
services, with expertise in public key infrastructure, cryptographic
technologies, security engineering and systems integration and development.
Pursuant to the stock purchase agreement dated March 14, 2000, entered into
between us, CygnaCom and the shareholders of CygnaCom, we agreed to acquire all
of the outstanding shares of CygnaCom for an aggregate purchase price of

                                       19
<PAGE>

$16.6 million, which included cash consideration of $16.0 million. The
acquisition was recorded under the purchase method of accounting and, therefore,
the results of operations of CygnaCom are included in our financial statements
from the acquisition date. Upon consummation of the acquisition, CygnaCom became
a wholly owned subsidiary of Entrust, Inc. In connection with this acquisition,
we recorded goodwill of $16.6 million and goodwill amortization of $1.4 million
was expensed in each of the three-month periods ended September 30, 2000 and
2001, with total amortization of $3.2 million and $4.2 million expensed in the
nine months ended September 30, 2000 and 2001, respectively.

     On June 26, 2000, we completed the acquisition of enCommerce, a company
based in Santa Clara, California that provides software and services for
managing global e-business relationships at business-to-business and business-
to-consumer portals. The acquisition of enCommerce's outstanding capital stock,
options and warrants for a total consideration of $505.5 million was accounted
for under the purchase method of accounting, which resulted in an allocation of
$449.6 million to purchased product rights, goodwill and other purchased
intangibles.  Also, in connection with this acquisition, an appraisal was done
of the intangible assets, resulting in $29.6 million of the purchase price being
allocated to in-process research and development that had not yet reached
technological feasibility and had no alternative future use.  This in-process
research and development was expensed in June 2000.  Amortization of purchased
product rights of $1.4 million and $284,000 were expensed in the three months
ended September 30, 2000 and 2001, respectively, while $1.4 million and $3.0
million were expensed in the nine months ended September 30, 2000 and 2001,
respectively.  Amortization of goodwill and other purchased intangibles of $27.5
million and $2.2 million were expensed in the three months ended September 30,
2000 and 2001, respectively, while $27.5 million and $55.8 million were expensed
in the nine months ended September 30, 2000 and 2001, respectively.
Amortization expense has decreased for the three and nine months ended September
30, 2001 due to the impairment of goodwill, purchased product rights and other
purchased intangibles recorded in June 2001.

Restructuring and Other Special Non-recurring Charges

     On June 4, 2001, we announced a Board-approved restructuring program to
refocus on the most significant market opportunities and to reduce operating
costs due to the macroeconomic factors that are negatively affecting technology
investment in the market.  The restructuring program includes a workforce
reduction, consolidation of excess facilities, and discontinuance of non-core
products and programs.

     As a result of the restructuring and other related special non-recurring
charges and the impact of the macroeconomic conditions on us and our global base
of customers, we recorded restructuring and special non-recurring charges of
$433.6 million in the second fiscal quarter of 2001, as outlined below (in
millions):

<TABLE>
<CAPTION>
                                                                          Special              Total
                                                    Restructuring      Non-recurring          Special
                                                       Charges            Charges             Charges
                                                  -----------------  ------------------  ------------------
<S>                                               <C>                <C>                 <C>
Workforce reduction and other personnel costs           $13.5              $  4.1             $ 17.6

Consolidation of excess facilities                       38.2                13.5               51.7

Discontinuance of non-core
     products and programs                               13.8                 6.4               20.2

Impairment of goodwill, purchase product rights
     and other purchased intangible assets                  -               327.0              327.0

Write-down of strategic long-term investments               -                 6.1                6.1
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
<S>                                               <C>                <C>                 <C>
Bad debt write-offs and additional provisions
     to the allowance for doubtful accounts                 -                11.0               11.0
                                                -----------------------------------------------------------
Total                                                   $65.5              $368.1             $433.6
                                                ===========================================================
</TABLE>

     The following paragraphs provide information relating to the restructuring
programs that resulted in total special charges of $433.6 million, which was
recorded in the second quarter of 2001.

Workforce reduction and other personnel costs

     The restructuring program resulted in the reduction of approximately 400 of
our regular full-time employees, or 33% of the total workforce. The reduction
was across all major geographic locations, all business programs, and all
functions within the organization. The reductions were more heavily weighted in
sales and marketing, non-core business programs such as Entrust.Net(TM) and
Entrus@YourService(TM) and secondary geographies such as Asia Pacific and Latin
America. The majority of the affected employees were notified of their
termination in the second quarter, and the workforce portion of the
restructuring is expected to be completed in the fourth quarter of 2001. We
recorded a workforce reduction charge of $13.5 million primarily related to
severance costs, fringe benefits due to severed employees and outplacement
services.

     Also, other special non-recurring charges include employee relocation
expenses, hiring fees and signing bonuses totaling $4.1 million, which is
recorded primarily in general and administrative expenses.

Consolidation of excess facilities

     We recorded restructuring costs of $38.2 million relating to the
consolidation of excess facilities.  The consolidation of excess facilities
includes a total of eight offices in seven cities throughout the world.  The
majority (approximately 85%) of the costs are related to the 75,000 square foot
facility in Santa Clara, CA.  The costs for consolidation of excess facilities
are related primarily to non-cancelable lease costs offset by estimated sublet
recoveries.  These costs will be payable over up to 10 years, which is the lease
term of the Santa Clara facility.

     In addition to the $38.2 million of restructuring costs related to excess
facilities, an additional $13.5 million of facilities-related costs were
recorded as a special non-recurring charge as a result of impairment of
leasehold improvements and property and equipment that was disposed of or
removed from operations as a result of the consolidation of excess facilities,
and were included in the write-down of leaseholds and other long-lived assets in
accordance with the provisions of SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of". These assets
were identified as assets to be disposed of that would have no future benefit to
us. Therefore, these assets were reported at the lower of carrying amount and
fair value, less costs of disposition.  The majority of these costs are non-cash
charges.

Discontinuance of non-core products and programs

     In support of our restructuring objective to reduce costs and focus on core
technologies, we discontinued several non-core products and programs.  The
discontinued products and programs, totaling $13.8 million, are primarily
related to our services business initiatives and to certain desktop applications
for which we have not achieved the growth and profitability targets in line with
our core products and financial objectives.  The restructuring charge also
includes costs related to the exit of certain marketing events and programs that
had been committed prior to the restructuring, but which are being cancelled due
to the change in corporate focus.  The cash outflow related to the majority of
these items is expected to be substantially incurred by the end of the first
quarter of fiscal 2002.

     The discontinuance of products and programs, and expenses related to
rebranding of our identity and our products, resulted in $6.4 million of special
non-recurring charges, which is primarily recorded in sales and marketing
expenses.

                                       21
<PAGE>

     The following table is a summary of the status of the accrued restructuring
charges as at September 30, 2001 (in millions):

<TABLE>
<CAPTION>
                                                                                     Accrued
                                                    Total                         Restructuring
                                                   Charges         Cash           Liabilities at
                                                   Accrued       Payments       September 30, 2001
                                                   -------       --------       ------------------
<S>                                                <C>           <C>            <C>
Workforce reduction and other personnel costs       $13.5          $ 8.8              $ 4.7

Consolidation of excess facilities                   38.2            1.6               36.6

Discontinuance of non-core
     products and programs                           13.8            1.7               12.1
                                                   -----------------------------------------------
Total                                               $65.5          $12.1              $53.4
                                                   ===============================================
</TABLE>


     No adjustments to the accruals for restructuring charges were recorded in
the three months ended September 30, 2001.


Impairment of goodwill, purchased product rights and other purchased intangible
assets

     Due to the decline in our market capitalization, the decline in current
overall business conditions within our target market segments and the
restructuring program, we completed an assessment of the recoverability of
goodwill on our balance sheet. This impairment analysis indicated that the
carrying amount of the goodwill, purchase product rights and other purchased
intangible assets of the enCommerce and r3 acquisitions will not be recovered
through the estimated undiscounted future cash flows. We then completed an
analysis of the discounted future cash flows from the enCommerce acquisition and
the r3 acquisition. The result of this analysis is a charge of $327 million
related to the impairment of goodwill, purchased product rights and other
purchased intangible assets. Goodwill, purchased product rights and other
purchased intangibles from the enCommerce acquisition account for $325.4 million
of the impairment. This acquisition has failed to meet the financial planning
forecasts made at the time of the acquisition due largely to the change in the
economic conditions since the time of the acquisition and in part due to
additional product development and maintenance costs related to the
getAccess(TM) product that are now estimated to be required in the future and
were not known at the time of the acquisition. The remaining $1.6 million of
goodwill impairment is the result of the r3 acquisition, which was impacted
primarily by the workforce restructuring.

     Revenues from the enCommerce products and services are estimated to have
contributed approximately 20-25% of total revenues, but are estimated to have
generated losses since acquisition.  The results of operations related to the r3
acquisition were not significant.

Write-down of strategic long-term investments

     We assess the recoverability of the carrying value of our strategic
investments on a regular basis. Factors that we consider important that could
trigger impairment include, but are not limited to, the likelihood that the
related company would have insufficient cash flows to operate for the next
twelve months, significant changes in the operating performance or business
model, and changes in overall market conditions. We recorded charges related to
other than temporary declines in the value of certain strategic investments of
$6.1 million in the second quarter of 2001. We recorded an additional write-down
of $1.7 million on certain strategic investments in the third quarter of 2001.
We also

                                       22
<PAGE>

recorded a gain on the disposition of a strategic long-term investment of $1.4
million in the three and nine months ended September 30, 2001.

Bad debt write-offs and additional provisions to the allowance for doubtful
accounts

          Due to changes in the economic environment and the impact of the
restructuring program, particularly the curtailment of certain products and
presence in certain geographies, we recorded bad debt write-offs and additional
provisions to the allowance for doubtful accounts totaling $11.0 million in the
nine months ended September 30, 2001, which is recorded primarily in sales and
marketing expenses. During the third quarter of 2001, the allowance for doubtful
accounts increased by $1.4 million as a result of amounts being collected that
had previously been written off, and as such, an additional bad debt expense was
not required.

Interest Income

     Interest income decreased from $3.8 million and $9.4 million for the three
and nine months ended September 30, 2000 to $1.5 million and $7.2 million for
the comparable periods in 2001.  Interest income represented 9% of total
revenues for each of the three and nine months ended September 30, 2000,
compared to 5% and 8% for the comparable periods in 2001.  This decrease in
investment income in the first nine months of 2001 reflected the reduced balance
of funds invested, as these amounts have been drawn down to fund cash flow from
operations and to acquire long-lived assets and strategic long-term investments.
In addition, the decrease was due to the lower interest rates that have been
available in 2001 compared to the previous year.


Provision for Income Taxes

     We recorded an income tax provision of $303,000 and $1.0 million for the
three and nine months ended September 30, 2001 compared with an income tax
provision of $212,000 and $1.9 million for the same periods of 2000.  We account
for income taxes in accordance with Statement of Financial Accounting Standards
No. 109.  The effective income tax rates differed from statutory rates primarily
due to the non-deductible in-process research and development, write-down of
strategic long-term investments, leaseholds and other long-lived assets,
amortization and impairment of goodwill, purchased product rights, and other
purchased intangible assets, as well as an adjustment of the valuation
allowance, that results in the recognition of a portion of the tax benefits from
the significant net operating loss and tax credit carry-forwards available.


LIQUIDITY AND CAPITAL RESOURCES

     We used cash of $49.6 million from operating activities during the nine
months ended September 30, 2001.  This cash outflow was primarily a result of a
net loss before non-cash charges of $107.3 million, and a decrease in accounts
payable and accrued liabilities of $10.9 million, partially offset by cash
inflows resulting from a decrease in accounts receivable of $12.5 million and an
increase in accrued restructuring charges of $53.4 million during the period.
Our average days sales outstanding at September 30, 2001 was 72 days, which
represented a decrease from the 85 days that we reported at June 30, 2001. The
overall decrease in days sales outstanding from June 30, 2001 reflected an
increase in the allowance for doubtful accounts, better collection cycles
despite longer payment terms for international customers and a slight shift in
revenue mix towards a higher percentage of license revenues, which generally do
not remain in accounts receivable as long as professional services revenues, and
improved linearity of revenue during the third quarter of 2001. For purposes of
calculating average days sales outstanding, we divide ending accounts receivable
by the current quarter's revenues and multiply this amount by 90 days. The level
of accounts receivable at each quarter end will be affected by the concentration
of revenues in the final weeks of each quarter and may be negatively affected by
expanded international revenues in relation to total revenues as licenses to
international customers often have longer payment terms.

     During the nine months ended September 30, 2001, we generated $70.9 million
of cash from investing activities, primarily due to cash provided by reductions
in our marketable investments in the amount of $82.7

                                       23
<PAGE>

million (net of $170.9 million of marketable investment purchases) and proceeds
of $4.6 million from the disposition of a strategic long-term investment. This
was partially offset by $13.3 million invested in property and equipment, $1.8
million invested in long-term investments and $1.3 million invested in other
long-term assets. The property and equipment investments were primarily computer
hardware, furniture and leasehold improvements to support our organization,
largely costs related to the fit-up of our facility in Santa Clara, California
and completion of the fit-up of our facility in Ottawa, Canada. The long-term
investments funded were strategic in nature, represented investments in less
than 10% of the capital stock of privately held electronic security and
technology companies, and was accounted for on a cost basis, as well as the
inclusion of long-term marketable investments. Equity investments such as these
give us better access to various geographic and vertical markets, as well as
access to emerging technologies and products. The investment in other long-term
assets relates primarily to product localization work performed by third party
contractors.

     Cash provided by financing activities for the nine months ended September
30, 2001 was $2.9 million, primarily from the exercise of employee stock options
and the sale of shares under our employee stock purchase plan.

     As of September 30, 2001, our cash, cash equivalents and marketable
investments in the amount of $169.6 million provided our principal sources of
liquidity.  We believe that cash flows from operations and existing cash and
cash equivalents and marketable investments will be sufficient to meet our needs
for at least the next twelve months.



Certain Factors That May Affect Our Business

Our quarterly revenues and operating results are subject to significant
fluctuations and such fluctuations may lead to a reduced market price for our
stock

     Our quarterly revenues and operating results have varied in the past and
may continue to fluctuate in the future. We believe that period-to-period
comparisons of our operating results are not necessarily meaningful, but
securities analysts and investors often rely upon these comparisons as
indicators of future performance. If our operating results in any future period
fall below the expectations of securities analysts and investors, the market
price of our securities would likely decline. Factors that have caused our
results to fluctuate in the past and which are likely to affect us in the future
include the following:

     .    length of sales cycles associated with our product offerings;

     .    the timing, size and nature of our licensing transactions;

     .    market acceptance of new products or product enhancements by us or our
          competitors;

     .    the relative proportions of revenues derived from licenses and
          services and maintenance;

     .    the timing of new personnel hires and the rate at which new personnel
          become productive;

     .    changes in pricing policies by our competitors;

     .    changes in our operating expenses; and

     .    fluctuations in foreign currency exchange rates.



Estimating future revenues is difficult, and our failure to do so accurately may
lead to a reduced market price for our stock and reduced profitability

                                       24
<PAGE>

     Estimating future revenues is difficult because we ship our products soon
after an order is received and, as such, we do not have a significant backlog.
Thus, quarterly license revenues depend heavily upon orders received and shipped
within the same quarter. Moreover, we historically have recorded 50% to 80% of
our total quarterly revenues in the third month of the quarter, with a
concentration of revenues in the second half of that month. We expect that this
concentration of revenues, which is attributable in part to the tendency of some
customers to make significant capital expenditures at the end of a fiscal
quarter and to sales patterns within the software industry, will continue for
the foreseeable future.

     Our expense levels are based, in significant part, upon our expectations as
to future revenues and are largely fixed in the short term. We may be unable to
adjust spending in a timely manner to compensate for any unexpected shortfall in
revenues. Any significant shortfall in revenues in relation to our expectations
could have an immediate and significant effect on our profitability for that
quarter and may lead to a reduced market price for our stock.

Our restructuring of operations may not achieve the results we intend and may
harm our business

     In June 2001, we announced a restructuring of our business, which included
a reduction in force and the closure of three international locations, as well
as other steps we took to reduce expenses. The planning and implementation of
our restructuring has placed, and may continue to place, a significant strain on
our managerial, operational, financial and other resources. Additionally, the
restructuring may negatively affect our employee turnover, recruiting and
retention of important employees. If we are unable to implement our
restructuring effectively or if we experience difficulties in effecting the
restructuring, our expenses could increase more quickly than we expect. If we
find that our restructuring announced in June did not sufficiently decrease the
growth of our expenses, we may find it necessary to implement further
streamlining of our expenses, to perform another reduction in our headcount or
to undertake a restructuring of our business.

Because of the lengthy and unpredictable sales cycle associated with our large
software transactions, we may not succeed in closing transactions on a timely
basis or at all, which would adversely affect our revenues and operating results

     Transactions for our solutions often involve large expenditures, and the
sales cycles for these transactions are often lengthy and unpredictable. Factors
affecting the sales cycle include:

     .    customers' budgetary constraints;

     .    the timing of customers' budget cycles; and

     .    customers' internal approval processes.

     We may not succeed in closing such large transactions on a timely basis or
at all, which could cause significant variability in our revenues and results of
operations for any particular period. If our results of operations and cash
flows fall below the expectations of securities analysts, our stock price may
decline.


A limited number of customers has accounted for a significant percentage of our
revenues, which may decline if we cannot keep or replace these customer
relationships

     Historically, a limited number of customers has accounted for a significant
percentage of our revenues. In 1998, our three largest customers accounted for
23% of revenues. In 1999, our three largest customers accounted for 31% of
revenues, with the largest customer accounting for 24% of revenues. In 2000, our
three largest customers accounted for 12% of revenues. Our three largest
customers accounted for 22% of revenues for the nine months ended September 30,
2001. We anticipate that our results of operations in any given period will
continue to depend to a significant extent upon revenues from a small number of
customers. In addition, we anticipate that such customers will continue to vary
over time, so that the achievement of our long-term

                                       25
<PAGE>

goals will require us to obtain additional significant customers on an ongoing
basis. Our failure to enter into a sufficient number of large licensing
agreements during a particular period could have a significant adverse effect on
our revenues.


If the e-business security market does not continue to grow, demand for our
products and services will be adversely affected

     The market for e-business security solutions is at an early stage of
development. Continued growth of the e-business security market will depend, in
large part, on the following:

     .    the continued expansion of Internet usage and the number of
          organizations adopting or expanding intranets and extranets;

     .    the ability of network infrastructures to support an increasing number
          of users and services;

     .    the public recognition of the potential threat posed by computer
          hackers and other unauthorized users; and

     .    the continued development of new and improved services for
          implementation across the Internet, intranets and extranets.

     A decline in the growth of this market could reduce demand for our
products, adversely affecting our revenues and results of operations.


A breach of security at one of our customers, whether or not due to our
products, could harm our reputation and reduce the demand for our products

     The processes used by computer hackers to access or sabotage networks and
intranets are rapidly evolving. A well-publicized actual or perceived breach of
network or computer security at one of our customers, regardless of whether such
breach is attributable to our products, or any significant advance in techniques
for decoding or ''cracking'' encrypted information, could adversely affect the
market's perception of us and our products, and could have an adverse effect on
our reputation and the demand for our products.


If our products contain errors or bugs, sales of our products would likely
decline

     Our products may contain errors, failures or bugs that our existing testing
procedures have not detected. The errors may become evident at any time during
the life of our products. The discovery of any errors, failures or bugs in any
products may result in:

     .    adverse publicity;

     .    product returns;

     .    the loss or delay of market acceptance of our products; and

     .    third-party claims against us.

     Accordingly, the discovery of any errors, failures or bugs would have a
significant adverse effect on the sales of our products.


Our revenues may decline if we cannot compete successfully in an intensely
competitive market

                                       26
<PAGE>

     We target our products at the rapidly evolving market for e-business
security solutions. Many of our current and potential competitors have longer
operating histories, greater name recognition, larger installed bases and
significantly greater financial, technical, marketing and sales resources than
we do. As a result, they may be able to react more quickly to emerging
technologies and changes in customer requirements, or to devote greater
resources to the promotion and sale of their products. In addition, certain of
our current competitors in particular segments of the security marketplace may
in the future broaden or enhance their offerings to provide a more comprehensive
solution competing more fully with our functionality.

     Increased competition, as well as consolidation of competitors, could
result in lower prices, reduced margins or the failure of our products and
services to achieve or maintain market acceptance, any of which could have a
serious adverse effect on our business, financial condition and results of
operations.

Our business will not be successful if we do not keep up with the rapid changes
in our industry

     The emerging market for e-business security products and related services
is characterized by rapid technological developments, frequent new product
introductions and evolving industry standards. To be competitive, we have to
continually improve the performance, features and reliability of our products
and services, particularly in response to competitive offerings, and be first to
market with new products and services or enhancements to existing products and
services. Our failure to develop and introduce new products and services
successfully on a timely basis and to achieve market acceptance for such
products and services could have a significant adverse effect on our business,
financial condition and results of operations.


We may have difficulty managing our expanding operations, which could adversely
affect our ability to successfully grow our business

     The growth in the size and complexity of our business over the past few
years has placed a significant strain on our managerial, operational and
financial resources. Our ability to manage future growth, if any, will depend
upon our ability to:

     .    continue to implement and improve operational, financial and
          management information systems on a timely basis; and

     .    expand, train, motivate and manage our work force.

     Our personnel, systems, procedures and controls may not be adequate to
support our operations. The geographic dispersal of our operations, including
the separation of our headquarters in Plano, Texas, from our research and
development facility in Ottawa, Canada and other facilities in Santa Clara,
California and Reading, United Kingdom may make it more difficult to manage our
growth.


If we fail to continue to attract and retain qualified personnel, our business
may be harmed

     Our future success depends upon our ability to continue to attract and
retain highly qualified scientific, technical, sales and managerial personnel.
Competition for such personnel is intense, particularly in the field of
cryptography, and there can be no assurance that we can retain our key
scientific, technical, sales and managerial employees or that we can attract,
motivate or retain other highly qualified personnel in the future. If we cannot
retain or are unable to hire such key personnel, our business, financial
condition and results of operations could be significantly adversely affected.


Our reliance on energy supplies could become costly

     As a result of our reliance on a continuous power supply to conduct our
operations, California's current

                                       27
<PAGE>

energy crisis could disrupt our operations and increase our expenses.

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

     It is possible, as part of our future growth strategy, that we will from
time-to-time acquire or make investments in companies, technologies, product
solutions or professional services offerings. With respect to these
acquisitions, we would face the difficulties of assimilating personnel and
operations from the acquired businesses and the problems of retaining and
motivating key personnel from such businesses. In addition, these acquisitions
may disrupt our ongoing operations, divert management from day-to-day business,
increase our expenses and adversely impact our results of operations. Any future
acquisitions would involve certain other risks, including the assumption of
additional liabilities, potentially dilutive issuances of equity securities and
incurrence of debt. In addition, these types of transactions often result in
charges to earnings for such items as amortization of goodwill or in-process
research and development expenses.


We face risks associated with our international operations and plans for
expansion, which, if not managed properly, could have a significant adverse
effect on our business, financial condition or results of operations

     In the future, we may establish additional foreign operations, hire
additional personnel and establish relationships with additional partners
internationally. This expansion would require significant management attention
and financial resources and could have an adverse effect on our business,
financial condition and results of operations. Although our international sales
currently are primarily denominated in U.S. dollars, we may increasingly
denominate sales in foreign currencies in the future. In addition, our
international business may be subject to the following risks:

     .    difficulties in collecting international accounts receivable;

     .    difficulties in obtaining U.S. export licenses, especially for
          products containing encryption technology;

     .    potentially longer payment cycles for customer payments;

     .    increased costs associated with maintaining international marketing
          efforts;

     .    introduction of non-tariff barriers and higher duty rates;

     .    difficulties in enforcement of contractual obligations and
          intellectual property rights;

     .    difficulties managing personnel and operations in remote locations;
          and

     .    increased complexity in global corporate tax structure.

     Any one of these could significantly and adversely affect our business,
financial condition or results of operations.


If the laws regarding exports of our products further limit or otherwise
restrict our business, we could be prohibited from shipping our products to
restricted countries, which would result in a loss of revenues

   Some of our products are subject to export controls under laws of the U.S.,
Canada and other countries. The list of products and countries for which exports
are restricted, and the relevant regulatory policies, are likely to be revised
from time to time. If we cannot obtain required government approvals under these
regulations, we may not be able to sell products abroad or make products
available for sale internationally via computer networks such as the Internet.
Furthermore, U.S. governmental controls on the exportation of

                                       28
<PAGE>

encryption products and technology may in the future restrict our ability to
freely export some of our products with the most powerful information security
encryption technology.


We may not be able to protect our intellectual property rights, which could make
us less competitive and cause us to lose market share

     Our future success will depend, in part, upon our intellectual property
rights and our ability to protect these rights. We rely on a combination of
patent, copyright, trademark and trade secret laws, nondisclosure agreements,
shrink-wrap licenses and other contractual provisions to establish, maintain and
protect our proprietary rights. Despite our efforts to protect our proprietary
rights, unauthorized third parties may:

     .    copy aspects of our products;

     .    obtain and use information that we regard as proprietary; or

     .    infringe upon our patents.

     Policing piracy and other unauthorized use of our products is difficult,
particularly in international markets and as a result of the growing use of the
Internet. In addition, third parties might successfully design around our
patents or obtain patents that we would need to license or design around.
Finally, the protections we have obtained may not be sufficient because:

     .    some courts have held that shrink-wrap licenses, because they are not
          signed by the licensee, are not enforceable;

     .    our trade secrets, confidentiality agreements and patents may not
          provide meaningful protection of our proprietary information; and

     .    we may not seek additional patents on our technology or products and
          such patents, even if obtained, may not be broad enough to protect our
          technology or products.

     Our inability or failure to protect our proprietary rights could have a
significant adverse effect on our business, financial condition or results of
operations.


We have been subject to, and may in the future become subject to, intellectual
property infringement claims that could be costly and could result in a
diversion of management's attention

     As the number of security products in the industry increases and the
functionality of these products further overlaps, software developers and
publishers may increasingly become subject to claims of infringement or
misappropriation of the intellectual property or proprietary rights of others.
We received notice from one of our customers stating that we may be responsible
for indemnifying that customer under a product license agreement for
infringement of patents assigned to a third party.  To date, the customer has
not made a formal claim for indemnification from us.  In addition, third parties
may assert infringement or misappropriation claims against us in the future.
Defending or enforcing our intellectual property could be costly and could
result in a diversion of management's attention, which could have a significant
adverse effect on our business, financial condition or results of operations. A
successful claim against us could also have a significant adverse effect on our
results of operations for the period in which damages are paid.


We may lose access to technology that we license from outside vendors, which
loss could adversely affect our ability to sell our products

                                       29
<PAGE>

     We rely on outside licensors for patent and/or software license rights in
technology that is incorporated into and is necessary for the operation of our
products. For example, our ability to provide Web server certificates is
currently dependent upon a licensing agreement we have with Thawte Consulting
(Pty.) of South Africa, which was acquired in January 2000 by Verisign, Inc.,
one of our primary competitors.  Our success will depend in part on our
continued ability to have access to such technologies that are or may become
important to the functionality of our products.  Any inability to continue to
procure or use such technology could have a significant adverse effect on our
ability to sell some of our products.


Our stock price is volatile and may continue to be volatile in the future.

     The trading price of our common stock has been, and is expected to continue
to be, highly volatile and may be significantly and adversely affected by
factors such as:

     .    actual or anticipated fluctuations in our operating results;

     .    announcements of technological innovations;

     .    new products or new contracts by us or our competitors;

     .    developments with respect to patents, copyrights or propriety rights;

     .    conditions and trends in the security industry;

     .    changes in financial estimates by securities analysts; and

     .    general market conditions and other factors.


Nortel Networks is able to exercise substantial influence over all matters
requiring stockholder and board approval and could make decisions about our
business that conflict with the Interests of other stockholders.

     Nortel Networks Corporation, through its subsidiary, Nortel Networks Inc.,
beneficially owned approximately 23.1% of our outstanding voting stock as of
November 9, 2001, and one of our eight directors is a representative of Nortel
Networks. Accordingly, Nortel Networks has the ability to exert significant
influence over our affairs, including the election of directors and decisions
relating to our strategic and operating activities. This concentration of
ownership and board representation may have the effect of delaying or preventing
a change in control that other stockholders may find favorable.

Provisions of our charter and bylaws may delay or prevent transactions that are
in your best interests.

     Our charter and bylaws contain provisions, including a staggered board of
directors that may make it more difficult for a third party to acquire us, or
may discourage bids to do so. These provisions could limit the price that
investors might be willing to pay for shares of our common stock and could make
it more difficult for a third party to acquire, or could discourage a third
party from acquiring, a majority of our outstanding voting stock. Our board of
directors also has the authority to issue up to 5,000,000 shares of preferred
stock and to determine the price, rights, preferences, privileges and
restrictions, including voting rights, of those shares without any further vote
or action by the stockholders. The rights of the holders of common stock will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of preferred
stock could make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, a majority of our outstanding voting
stock.

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<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Associated with Interest Rates

     Our investment policy states that we will invest our cash reserves,
including cash, cash equivalents and marketable investments, in investments that
are designed to preserve principal, maintain liquidity and maximize return.   We
actively manage our investments in accordance with these objectives.  Some of
these investments are subject to interest rate risk, whereby a change in market
interest rates will cause the principal amount of the underlying investment to
fluctuate.  Therefore, depreciation in principal value of an investment is
possible in situations where the investment is made at a fixed interest rate and
the market interest rate then subsequently increases.  We try to manage this
risk by maintaining our cash, cash equivalents and marketable investments with
high quality financial institutions and investment managers.  We also restrict
the investments to primarily securities with short-term maturities, such that,
at September 30, 2001, the majority of our marketable investments had maturities
of less than six months from that date.   As a result, we believe that our
exposure to market risk related to interest rates is minimal.

     The following table presents the cash, cash equivalents and marketable
investments that we held at September 30, 2001, that would have been subject to
interest rate risk, and the related ranges of maturities as of that date:

<TABLE>
<CAPTION>
                                                                                               MATURITY
                                                                                            (in thousands)
                                                                                                                      (greater than)
                                                                      Within 3 Months     3-6 Months     6-12 Months    12 Months
                                                                      ---------------     ----------     -----------    ---------
<S>                                                                   <C>                 <C>         <C>            <C>
Investments classified as cash and cash equivalents...........             $36,674          $    --       $    --        $    --
Investments classified as marketable investments..............              38,781           25,755        43,900          9,840
                                                                           -------          -------       -------        -------
  Total amortized cost........................................             $75,455          $25,755       $43,900        $ 9,840
                                                                           =======          =======       =======        =======
Fair value....................................................             $75,977          $25,887       $43,733        $ 9,789
                                                                           =======          =======       =======        =======
</TABLE>

Risk Associated with Exchange Rates

     We are subject to foreign exchange risk as a result of exposures to changes
in currency exchange rates, specifically between the United States and Canada,
the United Kingdom, Germany, France, Japan and Switzerland.  However, this
exposure is considered to be minimal due to the fact that the United Kingdom,
German, French, Japanese and Swiss operations are not significant, and the
Canadian operations are naturally hedged against exchange rate fluctuations
since both revenues and expenses are denominated in Canadian dollars.
Therefore, an unfavorable change in the exchange rate for the Canadian
subsidiary would result in lower revenues when translated into U.S. dollars, but
the expenses would be lowered in a corresponding fashion.

     As a result, we do not engage in formal hedging activities, but we do
periodically review the potential impact of this risk to ensure that the risk of
significant potential losses remains minimal.


Risk Associated with Equity Investments

     We hold short-term equity securities of a publicly traded company.  It is
possible that the market value of these securities could decline significantly
in the near future.  For example, due to recent stock market volatility, we
recorded cumulative unrealized and realized losses of $1.9 million in this
investment based on its market value at September 30, 2001.  In connection with
this investment, we have engaged in a hedging transaction that provides us with
the right to receive an amount equal to the difference between the price we paid
for these securities and the aggregate of the fair market values on the dates
that the securities are made available for sale on the public market.  We
recorded an unrealized gain of $1.9 million as of September 30, 2001 as a result
of this hedging transaction.  However, this hedging activity may not
sufficiently cover the value of this investment.

                                       31
<PAGE>

     In addition, we have invested in several privately held companies, most of
which are technology companies in the start-up or development stage, or are
companies with technologies and products that are targeted at geographically
distant markets.  If the demand for the technologies and products offered by
these privately held companies materializes slowly, to a minimum extent, or not
at all in the relevant markets, we could lose all or substantially all of our
investments in these companies.  To date, we have recorded losses of $7.8
million from impairments in connection with these investments.



PART II.  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

     On July 7, 2000, an action entitled Frankel v. Entrust Technologies Inc.,
et al., No. 2-00-CV-119, was filed against us and certain of our officers.  The
action was filed in the U.S. District Court for the Eastern District of Texas.
Subsequently, several similar actions were filed in the same court.  All of
these actions have been consolidated.  On January 22, 2001, a consolidated
amended complaint was filed.  The consolidated amended complaint purports to be
a class action lawsuit brought on behalf of persons who purchased or otherwise
acquired our common stock during the period from October 19, 1999 through July
3, 2000.  The complaint alleges that the defendants misrepresented and failed to
disclose certain information about our business and prospects.  The complaint
asserts claims under the Securities Exchange Act of 1934.  The complaint does
not specify the amount of damages sought.

     We moved to dismiss the consolidated complaint.  On July 31, 2001, the
Court granted our motion to dismiss.  The Court granted plaintiffs 30 days leave
to file an amended complaint.  On August 30, 2001, plaintiffs filed an amended
complaint.  On September 21, 2001, we moved to dismiss the amended complaint.
The Court has not yet ruled on our motion to dismiss.   There has been no
discovery to date, and no trial date has been established.

     We believe this class action is without merit and intend to deny all
material allegations and to defend ourselves vigorously.  An adverse judgment or
settlement in this lawsuit could have a significant adverse impact on our future
financial condition or results of operations.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

List of Exhibits

     The exhibits listed on the Index to Exhibits immediately preceding such
exhibits are filed as part of this report.

                                       32
<PAGE>


Reports on Form 8-K:

     On July 3, 2001,  the Company filed a Current Report on From 8-K, dated
July 2, 2001, to report under Item 5 (Other Events) that the Company publicly
disseminated two press releases announcing that the Company had been awarded a
US$17.6 million (C$27 million) contract by BCE Nexxia to provide software and
services as part of the Government of Canada's "Secure Channel" project.

                                       33
<PAGE>

                                  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.


                                        ENTRUST, INC.
                                        -----------------------
                                             (Registrant)

Dated: November 14, 2001

                                        /s/ David L. Thompson
                                        -----------------------
                                           David L. Thompson
                                      Chief Financial Officer and
                                   Senior Vice President of Finance
                              (Principal Financial and Accounting Officer)

                                       34
<PAGE>

                                 ENTRUST, INC.
                               INDEX TO EXHIBITS


Exhibit No.                        Description
----------                         -----------

   10.1              Amendment to Separation Agreement and
                     Release, dated August 22, 2001, between
                     Entrust, Inc. and John A. Ryan.